BlazBlue: Equestria Shift
by Alkem
Summary: A possibility of the continuum shift pulls the mane six into the world of BlazBlue. Seperated, they each must navigate their way through this strange new world and with the help of the BlazBlue cast or their hindrance, find each other as well as a way to get back home before the NOL can get a hold of them.
1. Chapter 1

BlazBlue: Equestria Shift

* * *

Deep within the heart of the 13th hierarchical city of Kagutsuchi, the lowest chambers of the NOL branch were abuzz with the results of their latest test on the cauldron. Dozens of NOL scientist were scrambling around a set of six tables, where six young girls lie. Overlooking all the white coats running around, was a light blonde haired man wearing a gold mask that covered his eyes.

One of the scientists approached him."Excuse me, Colonel Clover? Here is the summary of test."

Taking the papers from the researcher, Relius Clover quickly looked over each page. "Hmm, interesting. And how are the subjects doing?"

"Their vitals are stable, but there appears to be no sign of activity at the moment."

Handing back the report, Relius looks over to the six sleeping girls. A calculating smile grew on his face. "To think, that these creatures have somehow managed to pass through the boundary unharmed. Absolutely fascinating."

The commotion below him suddenly erupted into a frenzy as one of the monitors began sounding off.

"Subject number four is waking up!" the researcher beside Relius excitedly yelled as he ran down to join his colleagues.

One of the girls below, showed signs of motion. Everyone crowded around, observing the girl as her eyelids slowly opened, revealing a pair of violet eyes. They began roaming wildly, taking in everything around her as her pupils began to dilate.

Her monitor sounded off again. "It's vital are spiking!" one of the researchers said as they all watched the girl close her eyes and her body go limp.

"Fainting," said Relius, dissapointed. "Inform me when any of the subjects regain consciousness," he ordered, making his way out of the lab.

Hours had passed since his exit and the lab had calmed down from the early commotion. None of the six girls displayed anything but the faintest signs of life. Everything seemed seemed routine and quiet.

All of a sudden an explosion went off, rocking the lab as it damaged half of the room. The scientist in the room fled as fires started engulfing the room.

* * *

Making his way through the newly created hole as he choked a little on the cloud of debris and smoke, was a gigantic red figure. "Kokonoe! How much explosives did you put into that device," he said as the giant placed one of his metal clad hands to his ear.

"Quit your bitching Tager. It was just enough to do the mission. That or blow up the cauldron if need be," rang out a voice through his communicator.

"That would count as being overkill. The whole place looks like it could go up at any second."

"Then just shut up and get on with the mission already!"

Tager moved in towards his objective and paused upon seeing it. "Uh, Kokonoe, you might want to take a look at this."

"Well if some big red idiot would switch on his visual relays, maybe I would."

A mechanism inside Tager's head clicked as his optic cameras turned on. "What the hell? This is what they've been doing?" said Kokonoe.

"What should I do?" asked Tager.

"Well if the NOL went to all the trouble of bringing them down there, then they must be very important. Ok bring them back here."

"And how do you suppose I do that?"

"Oh I don't know, how about using those muscles I built into you. It's about time you did something useful with them."

"Even if I could carry them all, don't you think I'll draw a lot of attention by carrying six naked girls around?"

"Well at least you'd be living up to your nickname. Isn't that right, 'Red Devil'?"

"That's not funny." Tager said with a serious tone.

"Okay you big baby, I'm sending help."

An incantation circle appeared by Tager and a blonde haired girl in strange battle armor materialized next to him. "Okay Lambda, help Tager get those girls out of there."

"Directive understood. Beginning operation." The red lens of the visor covering the girls eyes peered over to the girls and she paused. "Structural limitations allow for only one subject to be sustained at a time."

"Only one? That's not much help," Tager said as small blasts were going off behind him.

"Just hurry up! Lambda, pick one and bring her here. That place sounds like it's about to go."

"Roger." She moved over to the girl with long blond hair and lifted her up. "Now ready for transport. Withdrawing." Just as Quickly as she had arrived, Lambda and her passenger vanished.

"What about me?"

"You're too big to transport remember. You're going to have to hoof it. Just imagine its like a big action movie, where you escape just seconds before the big explosion."

Tager, now with only five girls to carry, started slowly making his way out of the burning lab. Just as he was going though the hole he had created earlier, the largest explosion went off.

"Waaaaaaaaah!"

He and the girls were hurled skyward by the massive blast. Not able to hold onto his cargo, the girls flew off in separate directions.

* * *

Back in what was left of the NOL lab, Relius Clover looked over the aftermath of the attack. "I should have guess Sector Seven would show themselves. That cat can't help butting her nose in other peoples work." As he stared at six heavily damaged tables, someone approached him from behind.

"Well shit, this place has seen some better days."

"Come to watch the fireworks, Hazama?" Relius said, never turning to face him.

"Looks like I'm a little late for that. Too bad to, I really wanted to see what all the hubbub was about. I guess it must have been something good, if she decided to poke her head in."

"Don't worry; you'll get the chance to see," Relius said in a calm tone.

"Oh? What fun things have you got scheming in that brain of yours now Relius?"

Relius turned around, making his way past Hazama and out of the ruined lab. "All in due time Hazama. For now, I must make preparations."

"Whatever man." Hazama shrugged.

Meanwhile, out near the city border, Tager was looking up to the skies above Kagutsuchi. The five girls who were blown skyward were now making their way back down. Each of them, plummeted down towards a different part of the city.


	2. Rarity: Scene One

BlazBlue: Equestria Shift

Rarity:

* * *

Falling from the sky like a rock, a girl was starting to come too. Her azure eyes opened to see her long purple hair whipping wildly in front of her as she felt the wind push against her. She then realized what was happening.

"Aaaaaaaah!" She flailed her arms and legs as she continued plummeting down Ronin-Gia

Jumping from rooftop to rooftop, gentle as the wind and swift like lightning, a streak of green and red made its way towards her.

"Toh!"

Her fall came to a halt as she felt herself embraced by a pair of sweaty but muscular arms. Turning her head up, she saw the large x-shaped scar across the face of her scruffy savior.

"Do not be distraught young damsel! Whenever, wherever a young maiden cries out for help, Ikaruga's shining beacon of hope, Bang Shishigami, will be there to save them from their plight!"

Almost as though he was the wind itself the stranger leaped from pillars, statues and rooftops. The girl looked over his arms and could see to large mountainous town and the tiny specks of people below.

"Don't worry miss." Landing on a rooftop, Bang turned his head down towards the girl he just saved and was shocked at what he saw. What instantly got his attention wasn't her odd colored hair, or even the horn that stuck out from her forehead, although that one did raise some questions. No, What really distracted him was the fact that the girl was completely devoid of clothing, in other words naked. "I've got yoooouuuuuuuuu!" He stumbled, sending the two of them crashing on the walkway below.

Collecting herself, the girl got up and walked over to Bang. "Mister Shishigami, I thank you most sincerely for rescuing me. My name is Rarity," she said as she bowed her head to him.

"Thanks will not necessary! As the finest ninja of Ikaruga it is my duty, nay my privilege to help those in need." He paused as he got a good look at her and blushed, remembering the girls lack of wardrobe. "Guh!" He quickly removed his over sized red scarf and extended it over to her. "Here miss Rarity, I know it isn't much but for the time being, please cover yourself with this."

Taking the gift from him, she observed the worn, sweat stained apparel. "I appreciate the gesture, but I must decline. I'm afraid I can't wear something that's obviously so uh… valuable to you," she said, gently handing back the cloth.

"Please miss, I insist."

"It's fine, I do not need it. And please call me Rarity."

Bang turned away from her and started talking to himself. "It appears as though I've rescued a rather odd lass this day. What would someone like her be called again? A nudist?" he said to himself rather loudly.

"Excuse me? What do you mean a nudist? I regularly wear clothes, why the finest fashions in fact."

"No matter, as a hero of love and justice, I, Bang Shishigami, must show love and tolerance for all. Be it man, women, child or nudist!"

"Hey are you even listening to me?"

"I just pray that the beautiful and faire goddess, Miss Litchi doesn't find me in this predicament. Seeing me with this unclothed youth, she might misunderstand the situation," he said as he turned back around.

"Gah!"

Now in front of him, standing beside Rarity, who was now covered in a patient gown, the pair of pink eyes belonging to one Litchi Faye-Ling were staring daggers at him through her glasses. She remained silent, arms crossed, making her large set of breasts underneath her red vest appear even bigger, as she tapped her heel. Rarity reached her hand out as if to say something, but sudden surprise of seeing digits on what was once her hoof, along with the look of sheer terror on Bang's face stopped her from saying anything.

Bang trembled before her. "Mi-Mi-Miss Litchi,"

"Care to explain yourself Mr. Shishigami?"

"Now, please Miss Litchi, I can explain."

"Oh you can, can you? Let's hear it then. Cause from what I saw, it appeared as though you were running around rooftops with this poor naked girl in your arms."

"Now please wait a second. Mister Bang wasn't doing anything wrong. He actually saved me."

Litchi turned back to the girl that spoke. "Oh! Is that what happened?" she said, in a shocked tone. "I'm so sorry; I assumed the worst since I saw you being carried away like that and with no clothes."

"Do I really give off that sort of impression?" Bang asked quietly.

"I think we should all head over to my clinic. I can hear what happened as well as provide you with some clothing. I can't have a cutie like you streaking throughout the city," she said with a laugh.

* * *

Inside of Litchi's clinic, located in Orient Town, Bang was sitting on one of the wooden chair in the waiting room while inside, Litchi and Rarity were having themselves a little makeover session.

"Why that dress suits you fabulously darling."

"Thank you, but I think we've forgotten why we're doing this. You're the one who was supposed to get dressed, not me."

Half an hour later, both ladies emerged from the back wearing gorgeous skirt dresses. Bang's eyes were instantly drawn towards Litchi, but jumped over to Rarity a few times as well. "My you two look quite lovely," he said, fighting back the tears of joy welling up inside him._ It is on days such as today, that I, Bang Shishigami, am truly happy to be alive._

"Thank you for the compliment Bang. I'm just happy that my clothes managed to fit you Rarity. There aren't too many people who can fill in the chest"

Caught up in the excitement of the makeover, Rarity completely forgot about her new appearance. She ran over to a mirror, this time taking notice of her body. "What's happened to me?" she said as she fell to her knees.

"Is something the matter Rarity?" said Litchi, approaching the girl who was becoming increasingly upset.

"I believe it is time you explained your troubles to us Miss Rarity."

"Mr. Bang, be more sensitive. Can't you see she is in no condition for that?"

"No. He's right."

Rarity got back to her feet, gazing at her new hands and feet. Rarity and Litchi pulled up a chair and she began to explain. "Me and my friends were out in the park enjoying a picnic, when all of a sudden this bright light appeared and sucked us all in. We were pulled into this strange place. All I could see was the color blue as my friends and I desperately reached out to each other. Then another bright light pulled us out. After that, all I can remember is falling and Mr. Bang saving me."

Litchi leaned closer. "So you're saying you and your friends traveled across the boundary?"

"Boundary?" Bang parroted in confusion.

"I don't know what a boundary is, but me and my friends wound up in this world and I found myself in this body."

Her chair leaned even further. "You're not even human? Well, that would explain the horn on your head."

"Yes. And now I'm just so worried about my friends."

Bang quickly stood up, knocking the chair he was sitting on back. "I've heard enough!"

"Mr. Bang, what are you saying?" said Litchi.

"As a man, I cannot simple stand idly by after hearing this young damsel tale! Worry not, for I, Bang Shishigami, shall not rest until I find and bring your lost friends back to you! Now dear Rarity, how many friends are missing?"

"Five."

"Very well then, I shall travel like the wind, scouring every corner of Kagutsuchi and face any danger to retrieve your lost companions! As a man and as a ninja of Ikaruga, I shall not fail you! Bang Shishigami, away!" he hollered as he rushed out the door.

"Wait! I haven't even told you what they look like!" Rarity yelled trying to chase after him, but the hot blooded ninja was already gone.

"There he goes," Litchi sighed. "There's nothing we can do about it now. I'm sure Bang will be able to find them, even if he doesn't have a clue where to start from. Besides, considering how you changed when you got here, that probably mean so have your friends. So you probably wouldn't even recognize them."

Rarity's head slumped hearing her say that. "Right… "

Litchi walked up to saddened child and embraced her. "Don't you worry; Bang always find a way to help those in need. I'm positive he'll be able to find your friends."

Hearing her say that, Rarity wiped the tears from her cheeks as she looked up to her. "Ok, so what can I do in the mean time?"

"You are welcome to stay here. My clinic get busy around this time so I'll be here tending to my patients."

* * *

Time had passed and there was still no sign of the noisy ninja anywhere. Rarity was becoming anxious. Her friends could be in serious danger and all she was doing was waiting around at some clinic hoping some odd fellow on a wild goose chase would find them.

"While I am very grateful to both Litchi and Bang, I cannot stay waiting here any longer. My friends are out there somewhere and I must go and find them. I am a capable pony who can handle herself. So, as Bang would put it, Rarity, away!"

In the back of the clinic, Litchi was too overwhelmed with her clients to notice that she had gone. "Oh, Linhua would have to be sick on a day like today. Rarity would you mind coming back here and giving me a hand?" Hearing no response Litchi poked her head through the opening that separated the two rooms. "Rarity?" She looked around and saw nothing. "Oh no."


	3. Pinkie Pie: Scene One

BlazBlue: Equestria Shift

Pinkie Pie:

* * *

"Who wants more cake?" Pinkie Pie shouted to her guests as she held a delectable cake in her hoof. While moving about the room, she paused for a moment. _Wasn't I in the park with my friends earlier? Oh well. With so many parties, I probably lost track._

She roamed around her room, nudging the cake onto other ponies. Each guest gave her the same silent shake of their heads. As she was about to place the cake back on the table, her bright blue eyes were drawn over to something standing in the corner of the room. It wasn't any pony Pinkie had ever met, for that matter it wasn't even a pony; it was a strange black and red blob that moved about on its own. Living up to her tittle of being one of the best party hosts around, Pinkie walked over to the strange creature. "Helloooooo."

The blob didn't speak, but it moved as though acknowledging her.

She held out the cake she held in her hooves. "Would you like some? I worked really hard with Mr. and Mrs. Cake to make it and turned out super yummy."

Extending itself, the blob latched onto the pastry and slowly started to encompass it.

"I know it's delicious but you shouldn't eat all of it, everypony else won't get a bite." The ooze ignored her and covered the entire plate, soon the cake disappeared under its crimson and black sludge. "Well considering how you ate it all so quickly I can tell it was yummy," she said with a smile.

With the cake gone the blob was now moving towards her. Feeling the creature's slime on her hoof, she stepped back and pulled her hoof away..

"That's my hoof silly; you're not supposed to eat my..." she looked down, "Hoof?" Her pink hooves had been replaced by something resembling Spike's claws only softer. Her eyes followed up her arm and soon she realized that it was her entire body had changed.

* * *

"Help! Help!" Pinkie cried but when she turned around the other guest were gone. Looking over the area, she realized she wasn't even in her room anymore. "What's going on?" she asked in a panic, finding herself surround by slimy walls colored the same as the blob standing before her.

She tried to run but, unfamiliar with her new feet, she fell to the gooey ground. The walls started to close in on her as Pinkie grunted, struggling to escape. With her energy mysteriously fading from her and the fact that she wasn't sure how to maneuver her new body very well, her situation was becoming grave.

Now smothered by the blob; Pinkie could barely scream let alone move. She reached out, desperately wiggling her fingers in the hopes that her friends or anything would come and save her. At that moment, she witnessed a light shining from her hand. Focusing on her palm, she saw something begin to appear. She felt her fingers wrapping around something, but before she could get a hold of whatever it was, a series of loud slashing sounds interrupted her.

"Eeyah!"

Whatever was going on outside, she felt herself get knocked her away. Colliding into a wall she bounced, falling to what sounded like a hard metal floor. Then she heard somepony say something.

"I took out the Squiggly," chanted a girl's voice from outside.

To Pinkie's surprise, the blob that had engulfed her started to dissolve. Freed from her captor, she slowly lifted her head to get a clear view of her true surrounding. All she could see were rusted metal pipes that spread out everywhere. Still weak from her ordeal, she lowered her head back down and caught a glimpse of the puddle of ooze just as sunk down a drain, especially the white mask it wore.

"Hey Squiggly, come back!" the girl's voice yelled out as she ran over to the drain, giving Pinkie Pie a look at who had saved her.

She had brown skin, judging by her two legs she walked around in with her high heel shoes. She wore a large beige hoodie with extended sleeves and a cat eared hood that covered her head. Her long blonde hair that was tied into two braids swayed back and forth as she got up and noticed Pinkie Pie on the ground.

"Hey, hey, you okay?" she said leaning her head in.

With her hood shrouding the girls face, Pinkie could only make out a pair of red eyes and what appeared to be a frown. She did her best, but could not find the energy to speak.

"It looks like Tao got here just in time to save you from the Black squiggly. Yay! Tao is a hero! Let's go to the village so you can rest there." Tao said as she hoisted Pinkie onto her back.

Being piggybacked along, Pinkie felt Tao's furry tail coiled under her, holding her in place. She also started to feel Tao rubbing her head against her chest. _What are these things?_ Pinkie thought to herself as the girl holding her continued to rub.

"They're not as big as Boobie Lady's but they still feel nice," Tao commented as she continued to walk.

* * *

It wasn't long before the two of them arrived at the village Tao had mentioned. Pinkie Pie, resting her head on Tao's shoulder, looked up to see that It was a quaint little town very much like Ponyville but only that sky was being blocked out by a ceiling up above, only thin strips of sunlight was managing to shine down through gaps n the roof. There were houses that lined the cobblestone roads and in the center of it little burg was a massive bowl that others, who looked just like Tao but only shorter, were using it to cook. Tao, carried Pinkie into one of the houses.

"Elder, Tao found someone while Tao fought off the Black Squiggly," she said as she gently placed Pinkie atop the bed of the one room building.

With what strength she had, Pinkie turned her head to see the elder who was sitting on a frail wooden chair on the other side of the room. She was shorter then Tao and was dressed in the same manner, only that her hoodie sagged to the floor and looked worn and tattered. She also had a tail, only it was grey, bent and didn't swing about as the younger ones Pinkie saw outside did.

She got up from her chair, using her staff to aid her, and walked to the bedside. "Okay Taokaka, let me take a look." The Kaka Elder zoomed in to observe the injured girl's condition.

Pinkie tired to get a good look at her face, but couldn't see past the skull mask she was wearing.

"This poor girl, she appears to have suffered through a lot. Taokaka, please run and fetch her some clothes." As the younger Kaka flew out the door, the elder pulled her hand out of her sleeve and comfortingly rubbed Pinkie's forehead. "It's alright now, you can rest." Her reassuring words helped guide Pinkie as her eyes slowly closed and she faded to sleep.

Outside, Tao was running along on all fours, carrying a set of Kaka village clothing. She was only a few feet away from the door when she collided with someone.

"Gaaah!"

"Meoooow!"

On her back and rubbing to top of her head, Tao peered over to see what she'd run into. Lying on the ground was the familiar scruffy face of Bang Shishigami. "Scruffy-man!" she joyously yelled as she went over to him.

Bang, struggling to his feet, rubbed his back. "Oh my aching back." Noticing Tao standing next to him, he quickly stood up straight and struck a heroic pose, fighting back the tears in his eyes brought on by the excruciating pain in his back. "Why if it isn't Tao, my faithful disciple, your mentor has—"

"Yeah whatever Scruffy-man, did you bring Tao any food?"

His confident stance fell to a slump hearing his student blatantly ignore him. "Tao, must you always concern yourself with food?"

"Not always, sometimes Tao thinks about naps and playtime. But right neow Tao is really hungry!"

"Be that as it may, I regret to inform you that I did not stop by bringing food to partake in. Rather, I'm on an important mission and have come to ask if you've seen someone?"

"Seen who Scruffy-man?"

Bang opened his mouth but suddenly paused. _In my rush I seemed to have forgotten to inquire Ms Rarity on what her missing friends look like. I can't go back now; I'll just have to use what I know from seeing her to determine what her friends may look like._ "Tao, did you happen to come across anyone with a horn sticking out of their head?"

"Nope."

"Then alas, my search must continue! As the protector of love and justice, I Bang Shishigami must not fail! Tao, if you happen to see anyone like that, please tell them that their friend Rarity is waiting for them a Miss Litchi's clinic. Understood?"

"Tell horny people to meet at the Boobie Ladies house, got it."

Bang looked at her, desperately wanting to correct that statement. But he knew, at least he hoped, that Tao understood the message. "Right then, I'm off!" he yelled as he ran off.

Tao was left standing there with one hand holding the clothes she was carrying and the other rubbing her belly. "Aww, Tao really wanted to eat some food. Neow what was Tao doing?"

"Taokaka!" the Kaka Elder yelled standing outside her door.

"Oh that's right, Tao was bringing clothes for the hurt lady."

* * *

Pinkie Pie opened her eyes. "Uh, wha? Where am I?"

Getting up and sitting on the edge of the bed, she realized she was wearing the same clothes the other had on. Fiddling with the long sleeve, she removed what she thought was her hoof and was surprised by what she saw. The elder, who had been sitting on the other side of the room, noticed her startled reaction.

"You seem rather confused young one, what troubles you?"

Pinkie kept her eyes on her hands. "It's my body. It's all hairless, and my hooves look all funny," she said as she wiggled her fingers.

"I see, so this isn't how you normally look like. Then may I ask what your true appearance is?"

"Normally I am a pony, but now I look like this," Pinkie said as she wiggled her arms and legs. "Maybe Twilight can explain."

"Twilight?" the elder asked.

Pinkie stopped swinging her arms and legs and looked over to the person she had been talking to. "Oh hello there, I'm sorry I forgot to introduce myself. My name's Pinkie Pie, what's yours?"

"I am the Kaka elder, leader of the Kaka village, you may just call me elder. It is good to see you managed to recover so quickly. I was worried when Taokaka brought you in earlier. Ah you young ones recover quickly these days. Now, you mentioned something earlier about 'twilight'. I'm curious as to what that means."

Pinkie rose from the bed and moved about the room, practicing how to walk on her new pair of feet as she went over to sit by the elder. "Twilight Sparkle, she's one of my super best friends and a really smart pony. I bet she would know why I look like this and probably how to fix it."

"I see. So I assume you're going to go and search for this friend of yours. After hearing your tale, I must ask you, do you know where you are?" she asked, pounding the bottom of her staff on the floor.

"The Kaka village?" Pinkie answered. "heehee, Kaka."

"And where is the village located?"

The elder watched on as Pinkie's expression shifted from delight to panic as she suddenly remember what had happened. "My friends, we got separated. I have to go find them!" Pinkie exclaimed, rising up from her seat.

"That's all I needed to hear," said the elder Kaka as she looked to the door. "Taokaka, would you please come here?" The door swung open and Tao face planted onto the floor. "Tao I have a mission for you."

She sprang off of the ground and stood at attention. "Yes Elder?"

"I want you to help this girl find her missing friends. This is an important task, so I need you to see it through." She then turned to Pinkie. "You may not understand young one, but it is of dire importance that you and your friends be reunited. I sense a special power from within you, and fear that there are forces working to use that power for sinister purposes. Now find your friends young one and return to your world."

Placing her hood over her head, covering up her curly pink hair, Pinkie smiled and got distracted by playing with the hood's little ear flaps. She then gave the Kaka elder a determined nod as she and Tao took off on their journey.

"Good luck Pinkie Pie," said the elder, standing at her door, waving to the duo as they ran off.


	4. Rainbow Dash: Scene One

BlazBlue: Equestria Shift

Rainbow Dash:

* * *

The familiar sounds of wind whipping past her ears, welcomed Rainbow Dash as she opened her eyes. The world was sprawled out before her in its majesty. She realized she was in free fall, but that didn't worry her. After all, she's the best fliers in all of Equestria. She peered to her right and caught a glimpse of something. Falling through the air like her, a distance away, was a strange looking girl. Squinting her eyes, Rainbow gasped in recognition of the girls long silky pink hair.

"Fluttershy?"

Keeping her eyes on her unconscious friend, Rainbow watched as Fluttershy landed on a nearby cloud. Eyes still trained on her, Rainbow turned her head up as she kept falling. It was then that she noticed three others falling along with her. She also recognized their hair styles. "Twilight! Pinkie Pie! Rarity!"

They were far apart from each other and all knocked out. She knew that Fluttershy would be alright up their on the cloud, but the others were helpless. Rainbow focused on her flightless friends. "Hang on girls, I'm coming!" She spread her wings open.

"Woah!" she cried out as she started spiraling out of control and heading way off course. "What the hay is going on? Why can't I fly right? Huh?" She looked over her shoulder and realized her wings and back weren't the same color. She looked over herself and noticed that she too had gone through the same change as her friends. "Whatever! I can't let this distract me, I've gotta save them."

Desperately trying to control her flying, Rainbow found herself moving further and further away. "No! Why can't I fly right?" Every attempt she made to control her wings just increased the distance between them. She reached her hand out to her friends. "Guys I'll find you okay! That's a promise! I'll find you!" she yelled, watching her friends slipped away.

Staring down to the world below, her eyes widened as she got a clear view of the land. "This isn't Equestria," she said as she got a look at the 13th Hierarchical City of Kagutsuch, a city resting atop a mountain. She was heading towards it and coming in fast. "If I can't fly with this body, I may as well try going for a safe crash landing, I hope." Her blue wings jerking about as she fidgeted with them once more.

Now only a few hundred feet from the ground, Rainbow could make out a pier down below. "Okay wings, let's at least fall with style." Her decent curved upward slightly as her wings spread open. She closed her eyes and shielded her face as she crashed into to something that was surprisingly soft.

* * *

"Owwwwwwwwwwww! Hey! What the hell?"

A girl, taking a break on one of the peirs, pushed Rainbow Dash off of her. "Jeez, can't a squirrel take a little nap once in awhile?" She turned and examined who hit her. "Holy streaking weirdo! I can understand the whole freedom of not wearing clothes, but you're in public so streaking won't fly. Man this is looking like something out of a cheesy anime. Hang on a second."

Rainbow, sitting on her rump, watched quizzically as the girl covered in a jet black coat, wearing a dark bamoral cap with matching army boots rummaged through sack she had with her.

"Aha here it is," she said, as she held up some clothing she pulled out of her bag. "Here, hurry up and put these on. You don't want to make a bigger scene than you already have."

Rainbow looked at the girl with a raised brow. "How am I making a scene?"

"Oh I dunno maybe the fact that you just came falling out of the sky, completely naked!." She looked up towards the sky then back to Rainbow Dash. "Hey, how did you manage to do that anyway?" She examined her, noticing the blue pair of wings on her back. "Oh my gosh! You're a beastkin too! What are you? Some kind of bird, a Blue Bird? A Blue Jay?"

"Bird? I'm no bird, I'm a pony."

"Yeah... Last time I checked, ponies didn't have wings."

"They do when they're pegasus ponies like me."

"Oh, so you're a 'pegasus pony' beastkin… right." the girl said while narrowing her eyes at Rainbow. "Anyways, my name is Makoto Nanaya, pleasure to meet ya. Now hurry up and put these on." She tossed the clothes over to Dash who proceeded to put them on. She looked over the now dress Rainbow and gave her a thumbs up. "That's better, and the blue color really suites your wings and your crazy hair style."

Rainbow took a moment to check out her new threads. She wore a light blue fighter top with a matching short skirt and pair of boots along with a pair of long dark blue socks. "Thanks for the clothing and all, but I really have to get going." She got up and started heading off the pier.

"Huh? Hold up, what's the rush?" Makoto asked while she followed behind her.

"It's nothing, I just have to go."

"Doesn't sound like nothing. Come on tell me, maybe I can help."

"Thanks but no thanks, I can do it on my own. Now I have to hurry!"

"Hold up," Makoto said, firmly grabbing Rainbow by the wrist. "You came flying outta the sky, buck naked might I add, crash land on me which interrupted my nap, get free clothes off 'a me and now you're just gonna take off without explaining yourself?"

"Let go!" Rainbow yelled, wrestling her hand free. She turned her back to her and continued to walk off.

Makoto rapidly maneuvered around in front of her. With her arms stretched out, she positioned herself in Rainbow's path. "I'm not letting you go untill I get some answers!" Makoto's arm stuck out of her cloak, pointing a badge at her. "As a member of the Novus Orbis Librarium, I must ask that you come with me for questioning. Refuse and I will be forced to take you in by force."

Rainbow raised her arm and took a fighting stance against her. "I don't have time for this Nobis in my way. I have to hurry and find my lost friends. They may be in serious trouble!"

Makoto suddenly dropped her arm back to her side after hearing her say that. "Your friends?"

"Yeah! They could be anywhere in the strange place and I gotta hurry and find them. They could be in danger and I have no clue where to start looking. So get outta my way or I make you."

"Sheesh, why didn't you just tell me that to start with? If you're looking for your lost friends then let me help you."

Rainbow dropped her arms as well. "Why are you helping me so much? I mean we just met."

The girl turned and showed Rainbow her curly, brown bushy tail sticking out of her lower back back and lifted her hat to reveal a pair of pointy squirrel ears sticking out of of her brown hair. "Cause us bestkin have to look out for one another."

* * *

Meanwhile on the other side of the docks, a young girl wearing a white full body hooded robe with a large wrapped staff at her back was standing on the pier and having a conversation with herself.

"I saw 5 of them at first but then I lost one. I dunno, it just disappeared. Does it matter which one I find?

"..."

Good I didn't really want to haul all over the place, if that was the case I would have just left everything to Sena. Well since I saw one land around here, we should start searching. Okay Sena, it's your turn."

The young lady's voice suddenly changed, becoming that of a young boy. "Luna wait! I don't even know what we're looking for.

The girls voice popped back. "Geez Sena can you be anymore useless? We're looking for those things that fell from the sky. They don't belong here so I guess they'll look like something out of this world."

"You mean like aliens?"

"Yeah. Big nasty aliens with long tongues they use to suck out their victims brains."

"Stop it Luna, you're scaring me."

"Oh shut up you big baby, we've got us an alien to find."


	5. Twilight Sparkle: Scene One

BlazBlue Equestria Shift

Twilight Sparkle:

* * *

In a dark back alley, ripe with the pungent order of rotten food wafting out from the various overflowing trashcans that lined its walls, a young man was lying on a puddle of red. Crimson leaked from the various cuts on his body and dripped off the edges of his red jacket. He was breathing heavily as his spiky grey haired head rested atop a few of the putrid bags around him. With no sign of his wounds healing anytime soon, he stared up to the sky, fighting a losing battle against an overwhelming urge to sleep.

Up above the sky he was looking at, miles above the city of Kagutsuchi, a girl was waking up from a troubling and very realistic dream.

_"Guys! I'll find you okay! That's a promise! I'll find you!"_

She woke in a frightened gasp. Wide eyed, she felt the wind blowing against her face rapidly as she made the realization that she was plummeting very quickly to a city she was unfamiliar of. Moving ever closer to the ground, she shut her eyes and began to focus as a purple light, matching the color on the horn sticking out of the top of her forehead, expanded around her.

"Oh I just hope I teleport somewhere safe!" she whispered to herself, vanishing from the sky in a dazzling flash of light, unaware of where she was going to appear.

"Uuuwwaaah!" the young man cried out as something rather heavy landed on his chest. But on the bright side, it did keep him from falling asleep.

Panicked by the pain induced holler she heard after her teleportation, the girl looked around her new and rather smelly surrounding. All she could see were bags loaded with what smelled like trash all around the grimy looking alleyway, which is until she looked down. "Oh my goodness, I am so sorry!" she said in a panic, quickly getting off the gentleman and sitting by his side. As she sat there observing him, she noticed his injuries and the severe state he was in. "Oh my gosh! Oh my gosh! You're really hurt!" She got on her hands and knees, and pointed her horn at him while it began to glow. "Don't worry; I'll have you healed up in a jiffy."

With a ray of purple light shining down on him from the girl's horn, the young man's eyes weren't feeling so heavy anymore. He slowly opened his eyes to see the relieved face of the girl who saved him. Then he looked down and saw the rest of her.

"Gaack!"

Straining his still weakened body, he crawled a few feet away from her. "What the hell are you doing?" he shouted, shielding the girl's body from his sight by holding his hand up.

She stared back at him, surprised by his sudden retreat. "Me? I'm trying to help you. You're really hurt and I was using my magic to mend your wounds. Now hold still so I can help you."

He desperately tried getting onto his feet. He pulled out an over sized sword he had sheathed at his waist and started to use it as a cane to prop himself up. "It's alright. I don't need help from anyone. Hrrrnnnng!" He collapsed, falling over some trash cans as he fell on his back with a loud thud.

The girl ran to his side and placed her hand on his shoulder to hold him down. "Look, there no way you can go anywhere in this condition. So please just stay still."

Red in the face and too sore to try another escape attempt, he rolled to turn his back to her while she continued to heal him. He rustled around for a bit, taking off his jacket. He then handed it to her. "Here, I can't stand lying on my side like this. So put this on already."

"Oh?" she looked at the unexpected gift for a moment then back at him, specifically his baggy black pants and the tight black shirt. She then looked down at herself and stared for a few seconds. She quickly reached for the jacket, putting on the over sized apparel. It was baggy over her slender frame, but served its purpose in covering her up. The rest of the time passed silently after that, with her concentrating on her magic while he laid there with his red and green eyes focusing past the narrow walls of the alleyway and up towards the clouds.

"So where did you suddenly come from. Sure caught me by surprise."

She lowered her head. "Sorry about that."

"Don't sweat it. I've been through worse. The names Ragna by the way. Ragna the Bloodedge."

She nodded to him with a smile. "Hello Ragna, my name is Twilight Sparkle."

"Heh, what kinda name is Twilight Sparkle?"

"What kind of name is Ragna the Bloodedge?" she said, with a little smirk.

"Good point. So anyways where'd you come from? Seeing as you just randomly popped outta nowhere and just landed on me, I think I'm owed some sort of explanation."

Twilight suddenly frowned. "I, I don't know where I came from. All I can remember was that I was together with my friends. I remember waking up in this a scary dark place with lots of eyes looking at me. I couldn't move and I was too scared to even speak. The last thing I can even remember before I bumped into you is hearing one of my friends telling me she'll find me." She rubbed her hand against her eyes and she sniffed, hiding her urge to cry in front of the stranger he just met. The light from her horn stopped. There. You should be a lot better now. Though you're still not completely healed. We should probably take just a few more minutes."

Ragna got up, stretching his body. "Still stings a little but I feel great."

Still sitting on the ground, Twilight reached her hand out to him. "Wait! I haven't finished yet. You're still hurt."

"I'm fine. All thanks to you. Now let's go," he said grabbing her by the hand.

"Go? Go where?" Twilight asked looking up to him.

"Well I can't live with myself knowing I owe some girl who appeared out of nowhere and just saved my life. I'd feel even worse leaving her in the streets completely naked. Wait, that didn't sound right. The point is I wanna pay you back for your kindness."

"That's very nice of you Mr. Bloodedge."

"Please just call me Ragna."

"Okay, Ragna." she said, flashing him a smile. "That's nice of you to offer, but I don't know what you can do to help me."

"Well you said you have a friend looking for you right? I figure helping you find this friend of yours will pay you back for helping me. But first we need to get you something to wear. I can't be seen walking around with a half naked little girl behind me. God knows the rumor doesn't need any more reinforcement."

Twilight looked down at her new body, focusing on how it had changed for the first time. "Considering how you reacted to me when we first met, I assume that it's not normal for me to walk around wearing nothing in this body. So if I'm stuck here, I'm going to need some clothes."

Ragna stared at her, with an eyebrow raised as he stared at the purple horn poking out of her forehead through her long violet hair with the brilliant rose streak.

_Weird girl. Definitely more to her she isn't telling me, but it's not my business to pry._

* * *

Now in the heavily crowded shopping district, Ragna could feel the stares of the crowd digging into him like daggers as he and Twilight, who was only wearing a jacket that barely covered up her lower body, arrived at a clothing store. While Twilight made her way inside, Ragna suddenly built up a cold sweat as he realized something. He started pacing in circles outside the shop.

_Oh crap, what am I gonna do? I offered to buy this girl clothes and now I find out I lost my goddamn wallet. Shit how I'm I gonna get out of this. I could just take off now and ditch her. But she saved my life, I can't. Oh I know, as soon as she tries something on we'll make a run for it. That'll work. It's saved me outta paying for food before._

After a few minutes of nervous waiting, Ragna saw Twilight finally emerge wearing a short checkered skirt, with a pair of brown shoes, knee high dark socks and a shorter version of the red jacket she had gotten from him earlier under her white shirt.

"How does this look?" she asked, standing at the entrance of the shop, presenting her ensemble to him.

He walked up to her, grabbing his coat she was holding in one hand and put it on. "Fine, it's great. Now let's go," he said in a rushed tone, pulling her by the hand.

She pulled against him. "Huh? Wait a second; aren't we supposed to pay first?"

"Not this time, now come on we have to get going!"

"Are you sure?"

Seeing the suspicious commotion the two were having by her stores entrance, the shop owner started making her way towards them. Noticing the short elderly Asian woman heading their way with a think looking cane in hand, Ragna tugged even harder. "Come on Twilight, we've got to go, now."

"Hey! What you two doing. Don't go thinking you can take clothes and no pay." The shop-keep shouted.

Twilight was startled as the man pulling her arm suddenly picked her up off her feet. "Ragna? What are you doing?"

Ragna ran away with the elderly woman swinging her cane at them as she tried following behind. They made their way down the pathway, going through the high volume crowds.

"I can't believe you just made me do that! I've never shoplifted before in my entire life. Oh what will Princess Celestia think when she hears about this," Twilight said, panicking as she covered her face in shame.

"Never mind that, as long as we don't get caught w—aaaaah" Ragna ran into someone, knocking the two of them as well as whomever they hit to the ground. After looking over to see if Twilight was alright. He looked up to see who they ran into.

The voice of the fallen young man sounded calm but agitated. "Why don't you two watch where you're—" He stopped himself in realization of who was in front of him. "Brother?" His voice quickly went from a cool and calm tone to creaky and high pitched as soon as he noticed Ragna. "Is that really you, brother?"

"Jin?" Ragna said, surprise seeing the blond haired green eyed young man across from him wearing a jolting sapphire colored jacket long detached sleeves over his white Japanese garment and black leggings.

"Oh brother! It's been so long since you and I last met."

"I kinda wish it was a little longer," Ragna replied in an unenthusiastic tone.

Jin looked down. His already green eyes turned slightly greener as he got a look at the girl next to Ragna. "Br-Brother who is that," he asked pointing to the girl next to his brother. Before Ragna could get a word in, Jin drew his sword and aimed its tip at Twilight. "How dare you try and take my brother from me you bitch!" he spoke in a deranged tone. "Looks like I'll have to kill you to teach you a lesson."

Jin drove his Katana straight for Twilight's chest but was met with the cold steel of Ragna's broadsword as both metals clanged against each other with sparks flying.

"Hands off, she isn't involved in this Jin."

"Calm down brother! First I'll kill her then you. Just wait your turn."

Jin jumped back as Ragna's blade arced towards him. He stood a few feet away with his hand ready to draw his weapon. "Oh brother I've been dreaming of this moment. Hahahahaha! Today's the day I'll finally kill you!"

The crowd parted away from the three of them, leaving a wide area for the two brothers to charge at each other, screaming at the top of their lungs.

"Ragna!"

"Jin!"

Twilight was on the ground, completely overwhelmed by the supernatural fight going on front of her as the two of them clashed blades over and over. Dark waves of energy emerged from Ragna's sword while blast of freezing cold shot out from Jin's. Twilight had to dodge as blades of ice flew towards her. All of a sudden Jin summoned a giant frozen dagger and sent it straight for Ragna.

Even though he hadn't taken a hit, splotches of red began forming on Ragna's clothes. His freshly healed wounds began to reopen from the strain of the fight and started draining his strength. His legs failed him and he dropped to his knees, taking the frozen projectile. He hit the ground hard as the giant ice blade struck him.

"What's the matter brother? You should have been able to avoid that sort of attack." Jin made a dash towards his brother, readying his sword.

Seeing Ragna was too weak to defend himself, Twilight ran out and stood in front of him. "Stop!"

"Getting in between my brother and me? I'll rip you to pieces!" Jin shouted, aiming for Twilight. She stood there; arms open, facing the charging Jin.

"Stupid girl!" Ragna shouted, sidestepping around Twilight to stand in front of her.

Now standing at Ragna's back, Twilight noticed his arm holding his sword was shaking violently as he tried to lift it up but couldn't. With Jin still barreling down on the two of them, Twilight closed her eyes and focused on her magic. Her horn sparked and she wrapped her arms around Ragna.

"Uuuwaaaaah!" Jin grunted as he was sent flying by an orb of light that surrounded the duo in front of him. Slamming into a wall, he fell the ground and with the last of his strength took one last look to see nothing where Ragna and Twilight were standing. He desperately tried to will himself back up, but the damage from the impact was too much and he blacked out while the other two vanished.

* * *

"Hey Luna I think I spotted something!"

"You did? Where Sena? I wanna see, I wanna see."

Standing on top of an angelic stone statue of Kagutsuchi's lower pier, the young girl with split personalities noticed a bright flash of light in the distance. She jumped off her perch and started making her way towards the source of light.

"This better be what we've been looking for, I'm getting sick of not finding anything."


	6. Fluttershy: Scene One

**BlazBlue: Equestria Shift**

Fluttershy

* * *

The upper sky port of Kagutsuchi, where people were sparse compared the lower levels of the town was an area consisting of societies elite. Traversing through the barren walkway was an odd looking pair. A tall figure made of metal dressed in the appearance of a blonde haired woman wearing a purple bonnet with a gold ring on its edge and a long purple dress that reached just inches off the ground.

Walking beside her, standing up to the doll's waist, was a young boy with matching hair under his white and purple top hat. He held onto one of the automaton's long arms while looking up to her. The sunlight peered through the moving clouds and glistened off his thick glasses as he stared at her motionless visage.

"Ada, do you want to take a break?"

The mechanical woman turned her head to him but never said a word.

The boy placed one of his white gloved hands on his hat and fidgeted with it. "It's not like I'm tired or anything sis. I was just worried that you might be tired."

The doll continued staring at him, raising her long arm and patting him his head with her purple sleeved hand, scrunching his hat down.

He brushed away Ada's hand, and popped his hat back to normal. "I guess you're right sis, I could use a break."

Finding a perfect bench to rest, they sat in the shade and felt the wind coming from the docking and departing airships swept across them as they partook in people watching. Observing people as they rarely walked by, the boy noticed everyone was turning their heads up to something above them. Curiosity took hold as he too peered up to see what was so interesting.

"What's that?" The sight of a girl caught his eye as she dangled helplessly on the cupped hands of an angelic statue by what appeared to be a set of pale yellow wings on her back.

A rouge gust of wind cleared away her long pink hair. Judging by the she swayed lifelessly, the boy deduced she was unconscious, as well as completely undressed. His soft pale cheeks turned pink as he watched looked on. All of a sudden all he could see was purple as Ada covered his face with her hand.

"Sis!" he mumbled through her metal palm, pushing it away for the second time. "I wasn't looking at what you thought I was... It's just… she kind of looks like… "

As the two watched on, they noticed people simply walked by, hardly paying the girl any mind. The boy snarled at them but knew this was the all too common attitude of the upper level of Kagutsuchi. He got up and walked over to the edge of the walkway, leaning on the guardrail as peered up to her once more and noticed the girl's feathers were slowly slipping. He then noticed Ada's hand looming over his head.

"Cut it out sis. I was just thinking that maybe we should help her." While he looked out into the distance deep in thought, the doll standing behind him placed her arms at her side and waited for an answer.

He turned to her, with the short purple cape at his back swaying behind him as he walked away. His steel tipped purple military boots felt heavy as they clacked loudly against the metal floor. His blue eyes vanished under his eyelids, which closed to help him further ignore the dangling girl. He wasn't happy with himself about it, but he'd made his choice. As he kept walking, a voice in his head reminded him why he wasn't happy with the decision he just made.

_Shame on you Carl Clover. As the disciple of Kagutsuchi's hero of love and justice, Bang Shishigami, I taught you never to ignore helping those in trouble._

Still dangling helplessly, a lone feather kept the girl hanging on the statue's hand. A strong gust blew by and sent falling towards the lowest and darkest portion of the city. Under the instruction of her brother, Ada lunged and caught the girl, wall jumping off the statue and landing back to Carl's side.

"Come on Ada; let's get out of here before we draw more attention."

Their feet clanged on the floor as he and his sister, carrying the passed out girl in her arms, ran off. Unbeknownst to them, there was someone that saw what happened and started to tail them.

* * *

It was dim and a little damp in the alleyway where Carl and Ada had decided to stop in. After Ada placed a long thin white and black striped dress on the girl they rescued before she laid her gently one the ground and the two of them waited.

"Nhhhn, uuuuuh… Wha?" The girl grunted as her eyelids slowly opened to reveal a pair of bright cyan eyes. "Wha? Where am I?" Her docile voice asked as her vision started coming into focus.

"You're safe." Carl responded.

She peered over to him, cringing slightly but then calmed herself. "Who are you?" She turned her head, looking over to Carl's right and noticed the metal doll standing behind him. "Eeek!"

She tried crawling back from them but fumbled inside the restrictive clothes she had on. She fell on her back and got an inverted glimpse of what was at the end of the ally. Her eyes shrank as she realized she was in a completely unfamiliar place with dozens of strange creatures wondering around. She sat up and started crawling back from the street, bumping into Carl and Ada who had been watching her scrambling the entire time.

Carl reached out and rested his hand on her shoulder. "Please, calm down. You were passed out earlier but my sister and I saved you and brought you here to rest."

Hearing him mention they'd saved her, she turned and calmed herself and started breathing normally. Seeing the duo in front of her looking at her with genuine concern in their eyes, she realized they were malicious as she originally thought and lowered her head down.

"Oh, I'm so sorry. It's just that it-she, she," she stuttered pointing a finger over to Ada. She got on her knees and tilted her head down to her. "I'm so sorry. I was frightened by your sister. I didn't mean to be rude. It's just that I was just surprised when I woke up."

Carl stood there, scratching the back of his head. "Please, there's no need to apologize; it's alright. There are plenty of people would have reacted the same way."

With the girl back on her feet, Carl and Ada introduced themselves. "Hello, my name is Carl Clover, and this is my big sister Ada," he said, taking off his hat and bowing to her while his metal sibling curtsied behind him.

Seeing the two of them display such manners helped calm her and she responded likewise. "My name is Fluttershy," she said curtsying back at them.

"It's nice to make your acquaintance Ms. Fluttershy. Are you feeling better? I mean after all, you weren't in the greatest of conditions when we first found you."

Fluttershy's pink hair rustled up and down as she nodded. "Oh yes I'm fine now. All thanks to you and your sister that is, thank you."

Hearing that, Carl adjusted the white cuffs at the end of his purple coat sleeves and fixed his hat. "Well then, if you're all better then I shall take my leave. Good day."

Fluttershy jerked herself; the sudden realization of her situation hit her like a ton of bricks. "Umm, wait… please." she said in a hushed tone, reaching out to him and his sister.

He turned back to her. "Yes, is something the matter?"

She tilted her head down. "Well… You see…"

"Yes?"

"I…" Her voice was almost inaudible.

"Come again?"

"...mmm," the high pitched murmur was all she let out.

Carl couldn't help be feel for her, watching the helpless winged girl practically in a fetal position. He watched her dress in the outfit that once belonged to his sister. "Please Fluttershy, my sister and I would like to help you. But if we don't know what's wrong we can't do anything."

Fluttershy got up on her feet and gave it one more try. "I-"

"Hold it right there!" a voice called out from the end of the alley.

The three of them turned in shock and noticed a girl walking towards them.

Heading down the murky alley, a girl in a blue and white uniform dress that cut off at her legs and long black socks stopped right in front of Fluttershy. "What are you—" She paused, getting a good look at Fluttershy and her set of wings.

"Eeeep!" Fluttershy gasped, as the girl moved quick as lightning and wrapped her arms around her and embraced her gently, rubbing her head against her.

Carl walked up and tapped the girl on the shoulder. "Uh excuse me, Noel Vermillion. What are you doing?"

Noel snapped back to the reality, and quickly back away from Fluttershy. "I-I-I-I'm so sorry! I don't know what came over me," she said, fidgeting with her hands as her face turned brighter than an apple. "Please forgive me," she said, repeatedly bowing before the girl in front of her.

Fluttershy was still shocked by the sudden hug, but she couldn't help but smiled when she saw Noel's balmoral cap fall off her head as she bowed, revealing her long blonde hair. "It's alright. I was just a little frightened when I heard you yelled and then suddenly hugged me like that."

Still peach faced, Noel cleared her throat. "I'm sorry for scaring you. It's just that I saw you cowering before Carl and thought you might be in trouble."

Fluttershy raised her hands and waved them at her. "Oh no, Mr. Clover wasn't giving me any trouble. In fact he helped me. It's just that I, I." Fluttershy went into shy mode again, whimpering and murmuring as she began to crouch to the floor.

Watching the winged, pink haired girl, Noel was captivated by her cuteness, even though she was in distress. Her maiden heart couldn't handle such an adorable sight. Carl on the other hand was in a panic. Now there were two girls falling to their knees, although for obviously different reasons. He decided there was one thing to do.

"Well Miss Noel, since you're here I guess I can leave Ms. Fluttershy in your care." He turned his back on the two of them and started to walk away. Taking his first step, Carl felt a quick jerk on his cape that almost pulled him off his feet. Catching himself, he looked to see what yanked him. To his surprise, it was his sister's cold metal grip that held him in place. His eyes shot up to the tall automaton's emotionless gaze. "What is it Ada?"

The doll let go of the purple cloth and turned her head over to Fluttershy who was still crouching on the ground.

"You want me to help her, don't you sis?"

Ada looked silently back at him.

"But sis, we don't have time. We still have to go and find him."

The doll didn't budge. She continued to stare at him. Carl stood firm against her for a minute looking into the lifeless expression his sister and then sighed.

"Oh alright. If you say so," he responded dejectedly, walking over to the two girls who were still struggling with their issues and kneeling down next to Fluttershy. "Okay Fluttershy, I'll help you. But first I'll need to know what it is you need help with."

Seeing Carl and Ada comforting Fluttershy, Noel regained composure and knelt alongside them. "Please tell us what's wrong? We all want to help you."

Feeling the sincerity of the trio in front of her, Fluttershy sniffed away her nervousness. In the alleyway, Noel, Carl and Ada, sat in front of her as she began to tell them her story.

* * *

After hearing her tale, Carl took off his hat in astonishment. "Unbelievable. So if I understand correctly, you're from another world? I mean from what you told us that seems like the most likely explanation."

"Um, I don't know honestly. All I know is that I've never been to a place like this before and my body handed before either."

Noel was hopping up and down in her sitting position. "Oh my gosh! A world filled with adorable talking ponies!"

Carl sighed at his giddy elder. "Miss Noel, is that all you got from her story?"

Noel started drawing circles on the ground with her index finger as her face resembled a cherry again. "I'm sorry. It's just that Fluttershy's world sounds wonderful."

"That's not really what's important." Carl put his hat back on and turned to Fluttershy wrapping her arms around her knees. "What's important is that Fluttershy's friends are lost somewhere in the city. We'll need to go and search for them." Carl closed his eye for a moment with his arms crossed. He then opened them to the pink haired girl In front of him. "Fluttershy, is there anything you can tell us about your friends that can help us find them. From what you've told us about how you look now compared to back in your world, I know that your friends will probably look different as well but anything you can tell us can help us find them easier."

"Good thinking Carl," Noel said, smushing his top hat as she rubbed his head. "That's why you were always head of the class back in the academy." He swatted her hand away as she looked over to Fluttershy. "Let's start with names."

Fluttershy held up her two hands, taking the opportunity to practice the use of her digits. "Well my friend's names are Rarity, Twilight Sparkle, Pinkie Pie, Rainbow Dash and Applejack."

Both Noel and Carl stared at her. "Well with name like those I don't think it'll be too hard to locate them." said Carl. "Is there anything else you can tell us? Like their appearance for instance? Do they all have wings just like you?"

"No, only Rainbow Dash has wings like me, except hers will probably be light blue and she'll have rainbow colored hair."

"Oh my gosh, that sounds sooooooooo adorable!" Noel shouted, unable to contain her excitement.

"Noel, please." Carl replied before turning back to Fluttershy. "What about the others Fluttershy? Do they have anything special about them?"

"My friends, Twilight and Rarity both have horns on their foreheads that Twilight's should be purple and Rarity's should be white and they also have different shades of purple hair."

"Unicorns too!"

Carl sighed, ignoring Noel's outburst. "And what about Pinkie Pie and Applejack?"

"Well Pinkie has bushy, bouncy pink hair. And Applejack has long golden yellow hair. Sort of like yours miss Noel."

Noel place both palms to her cheeks and beamed. "I have hair like a pony?" she squealed with excitement.

"That's enough Ms. Vermillion," Carl ordered, rising to his feet. "We need to go and find these girls. But where should we start looking?"

"Why not start at the NOL?" Noel suggested as she got up next to him. "Maybe one of her friends went there."

"Fluttershy and her friends came here from another world. How would they know to go to the Librarium?" asked Carl.

"Well we're thinking about heading there. So maybe someone suggested to Fluttershy's friend that they should head there. It's worth a shot at least, right?"

Carl stood there with his arms crossed, tapping a finger against his elbow. "I guess so." _This may not be how I wanted it, but at least I can get inside the Library this way._

Noel grabbed hold of Fluttershy hand and tugged her along as she made her way out of the alleyway. "Let's go!" she jovially announce, pulling a nervous Fluttershy behind her, while Carl begrudgingly followed a few feet away with his sister at his side.


	7. Applejack: Scene One

BlazBlue Equestria Shift

Applejack

* * *

A constant hum that buzzed in her head pulled out Applejack out of her deep slumber. Her eyelids parted slowly to reveal an unnaturally gray sky and thought it strange when she attempted to move her hooves only to feel them held down. "What the hay?" Struggling to move, she quickly became aware of the cold slab of steel she was strapped down on top of and looked around to discover she was inside a small room. Turning her eyes towards her feet, she noticed two bizarre lumps sticking out of her chest that blocked her view. She gazed at them with a raised brow and a bewildered face.

"Ah, finally awake I see," a voice spoke out to her.

Applejack quickly took her eyes off her chest and tilted her head up to see the massive red ogre like frame of Iron Tager standing next to her. _How'd I not notice somethin' so darn huge._Surprised by the giant, she resumed fighting against her shackles.

"Now please, just hold on. I'll release you." Tager reached over to a set of buttons positioned on the wall and with his massive metallic finger, delicately pressed down on one. With a loud clink, the metal harnesses on Applejack's arms and legs vanished. Tager then walked to her side and stuck his hand out to her. "There, now if you'll—Waaaaah!" Tager was instantly knocked away.

Feeling the cold steel against his back, he looked up to see the young lady in a hospital gown now standing over him. She appeared confused, unable to take her eyes off her body while she ran her hands all over herself. When she bent over to feel her legs, she remembered who she was standing over and glared at him with a vicious scowl.

"Where've ya taken me?!" Tager mouth hardly opened before Applejack's foot slammed down on his chest. "And what've ya done to me?!" The pressure on his chest intensified with each passing second. Seeing he had to get out of his pinned position to get a word in, Tager channeled his energy into his arms and managed to bring himself upright while forcing Applejack off of him.

"Just listen. If you'd let me explain."

Forced into the wall by the giant's sudden vault, Applejack pushed herself forward and rushed at him with the force of a train. "What in tarnation do ya want with me?"

Raising his arms to block the set of knuckles headed his way, Tager found himself unable to answer her interrogation as each question was quickly followed up by a volley of fists that pushed the iron bulk further and further back. With his back now against the wall, he turned his head left towards a camera on the ceiling that had been capturing the two of them.

"Kokonoe, I could use a hand here."

A voice suddenly rang out from the speakers in the ceiling. "Aww, what's the matter Tager, too weak to handle one little girl?"

"She's a lot stronger than she appears," Tager replied as cracks started to form on the wall behind him.

The voice from the speakers rang out again louder this time. "Hey you, dumb ass. Will you cut that out already before you end up wrecking my lab? If you'd just take a second to think, you'd see that my weak little assistant there isn't even trying to fight you."

No longer feeling the intense pounding, Tager looked down at the white garbed girl before him, whose fist had stopped just short of hitting him again, and watched as her green shaded eyes darted left and right. She then looked up towards the ceiling. "So then why'd ya'll brung me here and tied me down."

"We brought you here as a safety precaution. As for the tying down, it's just a standard procedure when performing a scan."

"'Safety precaution'? Safety from what?"

"Uuuuugh! I don't want to have this conversation over the intercom. Look if you promise me you won't go and wreck my lab, I'll speak with you in person and I'll explain everything that I can. Do we have a deal?"

Stepping away from the giant, who was about a quarter way embedded into the wall, Applejack put her arms down. "Okay. If ya'll promise me you'll tell me everythin', I promise ya'll I won't go wreckin' stuff."

"Alright then, Tager please escort our guest to my lab."

Yanking himself out of the wall, Tager dusted off the remaining rubble off his shoulders and faced the camera. "Kokonoe, are you sure that's a good idea? What if she tries to do anything funny? Remember where she came from after all."

"Don't worry about it. She looks like a girl who'll keep her word. Besides it's not like we have anything to gain from lying to her."

"Roger."

* * *

It was a wobbly start, but after some practice Applejack soon got the hang of walking on her two new feet. Now headed down a long narrow corridor, she couldn't help but peer into windows on the sides, spotting more strange looking two legged creatures dressed in long white lab coats moving about. Stopping at one of the dark tinted walls, she looked at one of the creatures that was staring back at her.

She had long straw colored straight hair that ran down past her oddly shaped face with a matching set of three freckles on each side of her cheeks, and a strange looking set of ears that were aligned with her short snout. Applejack then looked into the strange girls eyes and noticed that she was doing that same. Staring at the pair of green pupils, she saw that everywhere she looked the girl on the other side did the same. Applejack's eyes widened as she stepped back, finally realizing what she had been looking at this entire time. She placed her palm against her face, rubbing her cheek while she stared at her reflection. Her eyes then moved the reflection of her hands, holding the new appendages in front of her, and started manipulating her digits.

"Is something the matter miss?" Tager asked, patiently standing behind her.

Applejack shook her head, coming back to the strange reality she now found herself in. "Yeah… I'm just not used to lookin' like this."

"Hmm. Do you mean to say you have another appearance? I think it's best we hold off from this discussion until we meet up with Kokonoe. I'm sure she'll be interested in hearing about this as well." Applejack simply nodded and started walking again.

Still moving down the hall, with Tager's massive body barely squeezing through behind her, Applejack turned a corner and reached a thick steel slab that suddenly it slid open and caused her to jump back in surprise.

"There you are, come in already. I've got a bunch of questions I need to ask you," called out a voice from beyond the door.

Recognizing the voice from the intercom, Applejack made her way in and spotted a pink straight haired girl standing across from a table on the other side of the room. She wore a variant of the lab coats similar to the others Applejack had seen earlier.

Crossing her arms that stuck out from openings on the sides of her sleeves, Kokonoe faced Applejack and adjusted the small glasses in front of her amber tinted eyes. "So mind explaining just what the hell you and your friends were doing deep inside the NOL? There's got to be something very special about you and the others if those clowns brought you down there."

The sudden question threw Applejack off. "Beg yer pardon? I don't have a clue what yer talkin' bout missy. Sorry but yer the ones who took me, makin' me all funny lookin', and tyin' me down."

Tager stepped inside and joined the conversation. "Kokonoe, it looks as though she honestly doesn't know anything about the NOL. After all, she and the other were unconscious when I found them."

Applejack turned and faced him. "What are ya'll talking bout? What's this NOL ya keep flappin' yer gums bout? And wait a second, what do ya mean 'the others'?"

Kokonoe pounded her palm against the table, getting Applejack's attention. "I'll give you the short version. The NOL is a group that wants to regulate sources of power. At least that's what they tell the public. In secret they wish to possess and control all manner of power in order to maintain their rule over everyone. As for those others..." she trailed off tilting her head over to Tager.

Tager paused for a second, looking down at the girl who turned around to face him. "When I infiltrated the NOL research facility, I found you lying on a table along with five other girls. I assume they were friends of yours. I'm sorry but when I was recovering you and your friends I was caught in an explosion that launched me along with the rest of them into the air. When I recovered, all I could do was watch as they fell towards the city."

"Hold up a second pardner, if we were caught up in a blast like ya said. How come I ended up here then?"

Kokonoe leaned forward on the table, reached up towards the stick being held between her lips, and pulled out the lollipop in her mouth. "That would be thanks to me. Well actually it was Lambda who picked you and brought you back here, but it was under my instruction. Now what I want to know is what makes you and your friends so damn special that it got the Library's attention." She made her way around a long console behind her and tapped her fingers against the computer's keyboard. "Now let's get a good look at your scan results and see what makes you special."

Both A.J. and Tager waited silently while Kokonoe observed the monitor with its lights shining against her face that emphasized the deep bags under her eyes. Watching on, Applejack spotted a wagging pink twin cat-like tail that stuck out behind Kokonoe's red capri pants. She then turned her head to get a look at her own backside.

"Saw something?" Tager asked, noticing Applejack looking over her shoulder.

Feeling nothing as she rubbed her rear, she tilted her head down. "Naw, it's nothin'," she discouragingly replied.

Back on the other side of the room, the pair of cat ears at the top of Kokonoe's head flickered furiously through her hair. "Well no wonder this girl gave you such a hard time Tager. According to the scans, she's actually part equine."

Tager gazed over to Applejack briefly before looking back to her. "You mean she's a horse beastkin?"

"Well actually a pony beastkin to be exact," said Kokonoe, taking her eyes of the screen. "Hey you, blondie, what's your name anyway?"

"Applejack."

Kokonoe rested her chin against her palm while her elbow was on the panel and smiled at her. "Well Applejack how'd you like to work for me? Smaller, stronger, and easier on the eyes then Tager over there, you'd be perfect."

"That isn't funny Kokonoe," Tager returned.

"Who's joking?"

"N-no thanks," Applejack awkwardly answered, watching the back and forth between the two of them.

Going back to the screen, Kokonoe's tails suddenly stood up straight. "What the hell is this? How is that even possible?!"

"Kokonoe, what is it? What did you see?" asked Tager, making his way over to her.

"It's the scanner, according to the readings Applejack's overflowing with magical energy. It's beyond anything I've ever seen before." Taking her eyes off the screen, she narrowed her eyes at the girl across from her. "Okay, I want to hear the truth. Just who the hell are you? I've never heard of a pony beastkin before, and you're literally radiating energy. Whoever you are, you aren't a normal girl, so spill!"

Applejack stepped back; the cold stares she was receiving filled her with fright. "I-I-I don't know. All I can remember is that I was having a picnic with my friends… and then some strange blue light appeared outta nowhere. Next thing I remember, I'm lyin' on a table in this weird new body with Tager over there looking down at me."

The white tips of Kokonoe's ears perked up. "Hold on. What this about a new body? Are you telling me this isn't your original physical structure?"

Applejack shook her head. "No ma'am. I'm actually—"

"A pony," Kokonoe intercepted. "Right… Judging from your scan I figured as much. Still this doesn't explain why you have such an unbelievable amount of energy stored in you. But now I at least understand why the NOL was interested in you and your friends. That's why we'd better go and round them up. They must be up to something big if they're planning on you the six of you. Tager."

"Yes Kokonoe?"

"I want you to head into the city with Applejack. Find the rest of the girls and bring them back here."

"Are you sure that's a good idea? Bringing her with me that is."

Kokonoe's foot tapped against the steel floor as she glared at him. "Sorry but I don't do well with guest. Plus I don't think I can stand her southern accent much longer. Besides even if she did stay here, she'd probably just wind up wandering off to find them on her own. So instead she's going with you to watch your back. After all, she showed she's able to handle herself pretty well."

"Well I suppose two sets of eyes are better than one, especially considering we don't have a clue where to start looking," he said, scratching his chin.

"I'll be sending Llamba to join you after I finish her tune up that is. Just remember, find them before the Library does. And A.J., don't let yourself get captured. Now move your asses and bring me those girls. "

Tager made his way over to Applejack but before the two of them headed out, he raised his hand up like a school kid. "Umm, Kokonoe?"

"What now?" she snarled.

"Before we go, shouldn't we get Ms. Applejack something to wear? I don't think strolling around in only a hospital gown will make our search easier." he asked, gesturing towards the girl beside him.

Shifting her eyes to the left, Kokonoe stared at Applejack, who just now noticed what she had on. "Oh alright, take her to the lockers and get some spare lab clothes. Just hurry up already, we don't have time to waste."


	8. Rarity: Scene Two

Crowded as always, Orient Town's plaza was alive with the sound of those buying, selling, chatting away or simply enjoying a nice meal. With a plethora of things to see and do, do and see, one could never be bored visiting this part of Kagutsuchi. Here, within its overflowing walkways and bustling shops, strolling her way along, Rarity was in search of something not sold in any store. As she made her way through the hordes of shoppers, a nagging feeling plagued her mind.

_Was it really such a good idea for to just walk out like that? After all, Mr. Shishigami did offer to help find them. While Ms. Litchi was kind enough to offer me a place to stay in the meantime, as well as this absolutely stunning outfit._ Rarity paused, gazing down to admiring her garb, giggling to herself as took in its beauty for the countless time. Her eyes ran up and down her new curvy figure, reminding her of her new outward appearance and to what her original goal was. _Still this is my problem and it is my friends who are lost. While I'm appreciative of the kindness they've shown me, I do not wish to burden them any more then I already have. _She turned and looked back._ Then again, I've probably made Ms. Litchi worry about me by suddenly running off like that. Perhaps I should go back and wait._

There, in the middle of the plaza with people passing her by, she took a moment to think about where she should go.

While she was pondering away, a glimmer of light caught her eye. Curious as to what made such s dazzling shimmer, Rarity turned her head to a shop window and approached. Her blue eyes slowly widened, light glistening off them while she placed her palm against the glass and gazed longingly into it. "Why this… This is…" Behind the crystal clear lining, what had captivated her so, was a dress. "Absolutely marvelous!" she whispered to herself, pressing her face against the glass. "Just look at that gorgeous design and those expertly woven seams, it's simply magnifique." The sudden realization that she probably appeared like a filly stuck her and she pulling her face away, coughing slightly to overcome her embarrassment. Still captivated by the clothing's beauty, she started to look into the shop again when she spotted something in the glass's reflection. On the opposite side of the pathway, another set of apparel instantly caught her attention. Using absurd agility and grace, Rarity made her way past the crowds and admire the new ensemble as she had the first. "And these… Simply stunning! Why I've never seen such incredible fashions before. I'm simply blown away! Oh what other incredible discoveries are around this wonder place." She turned round, noticing even more articles of clothes in the other establishments nearby. "Oh and look at that one over there!"

Rarity continued onward, window shopping to her heart's content, thrown into a tizzy by each new outfit she spotted, forgetting what brought her there to begin with.

* * *

In the same plaza, headed towards, a tall tan skinned elder man dressed in formal attire was making his way around. Turning his head left and right, observing each store's wares, his expression become further and further disappointed with each one he passed. He then stopped and sighed.

"Oh dear. I suppose my expectations were a tad too high for the markets in Kagutsutchi. To thinking I'd be able to find milady's favorite tea is starting to seem like a pipe dream. While they may boast a vast array of elegant and exotic flavors, none seem to possess the particular tea I wish to procure. Alas with our stock practically depleted and no news of Ms. Torakaka's arrival anytime soon, is it my duty to make do with the resources available. Though I may be speaking too soon. There are still a few shops left. Perhaps I may get lucky and find what I desire after all."

He continued onward, diligently searching. Unaware of the overzealous girl who had been zipping between shops that was headed his way.

"Ooof!"

"Oof!"

Both Rarity and the gentlemen grunted as they collided into one another. They each looked over to see what they had bumped into.

"Are you alright sir? I'm dreadfully sorry for bumping into you like that," Rarity said, approaching the gentlemen.

Standing upright and composed, the gentlemen looked over to the young lady who was staring at him with a worried look in her eyes. "Yes madam, I'm quite alright. Though I'm afraid I'm the one who must humbly apologize."

"Why no, I was clearly at fault. I should not have been running around like that."

"I'm afraid I too was rather careless. For you see had kept my eyes forward, I would have noticed and stepped aside. The fault is mine to bear."

Seeing that the he was not about to sway in terms of fault, Rarity thought of something. "What say we both just equally shared fault and leave it at that, shall we?"

The gentlemen smiled back at her and nodded "What an excellent proposal. I must say I find it very refreshing to meet a young lady around these parts with pleasant manners such as you. By chance, may I know your name?"

"Certainly, my name is Rarity."

"Rarity," he repeated to himself. "Meeting youth as polite as you in this day and age certainly is a rarity indeed. He then bowed to her. "My name is Valkenhayn R. Hellsing. Tis a pleasure to make your acquaintance."

"Likewise Mr. Hellsing."

"Please miss call me Valkenhayn."

"Alright. It is nice to meet you, Valkenha—" Before she could finish, the battle cries of two individuals down the path caught both their attention.

"Ragna!"

"Jin!"

Rarity stepped back slightly, startled by the screams. "My word, what was that?"

Valkenhayn looked towards the source with scowl on his face. "Indeed, good manners in the youths of today certainly is a rarity." He started making his way over, with a curious Rarity right behind him.

They watched as the two individuals were fighting in a cleared out portion of the plaza, both brandishing weapons which yielded odd energies. Although she wasn't normally one for violence, Rarity couldn't take her eyes away. Through the waves of ice and darkness being flung between the fighter dressed in blue and his opponent in red, she looked on as their battle intensified with each passing second. Finally the one in red dropped to his knees in fatigue. Too weak to continue, he couldn't react to stop a massive blade of ice the other conjured and sent flying his way. It struck, knocking to the ground, leaving him too weak to get back up.

"This is dreadful," Rarity said, placing her hands over her mouth. "Someone should put a stop this."

At her side, seeing how distraught Rarity was become, Valkenhayn stepped forward. "As much as I loathe putting myself in such situations." His eyes honed in on Ragna who was lying on the ground.  
"Especially for a ruffian such as him. You are right miss. Besides, I do not believe the princess will be all to pleased to hear the news of his demise." He continued onward until he felt a tug at his arm.

"Wait no!" Rarity said, holding onto him. "No offense, but one as aged as you should not be putting themselves in harm's way like that."

"Please Madam Rarity, while your concern is appreciated, it is unnecessary. An old dog such as I can still handle some cocky pups."

Before Valkenhayn could convince her to release him, another outburst from the battle scene cut in. This one not belonging to either one from earlier.

"Stop!"

A girl, running in front of the fallen Ragna, stretched her arms out to block Jin who was charging at him.

Rarity looked on at the brave young girl and how she stood alone to protected what seemed to be her friend based upon their matching jackets. As she looked on, she got a look at the girl's face and noticed the horn on her forehead. That's when it hit her. "Twilight!"

"You know that girl?" Valkenhayn asked, looking back a Rarity who had already began making her way past the other onlookers.

"She's my friend. I've got to go and help her!" Rarity called back. Working hard to get through, she noticed Valkenhayn had caught up and was now helping her clear the way.

"Then allow me to assist you."

Together the two made short work cutting through the crowd just in time to catch the fight's finale. A blinding flash of light hit them, forcing them to cover their eyes.

"Uuuwaaaaah!" a yell followed.

As the last glimmer of light faded, Rarity stepped into the middle area. "Twilight, Twilight! Where did you go?"

Circling around the open area, she found signs of an intense battle, but nothing of her friend. She went over to a slightly charred area, the last place she saw Twilight before she vanished. She kneeled down, getting a feel of the damaged floor when Valkenhayn approached.

"Do not despair miss. Your friend is alright. That last bit of light was from a teleportation spell. Of that I'm"

Rarity remained crouched, still rubbing her hand against the ground. "I know. It's just that I was this close to finding her only to miss my chance to find her. Now she could be anywhere again, along with the others."

Valkenhayn place a hand on her shoulder. "My dear, I'm sure your friends are fine. Speaking for the one I just saw now, although I'm not rather fond of the company she is with, I do believe she will be safe for the time being. That aside, from what you've told me, it appears you may be in a bind of sorts. Perhaps I could be of assistance?"

Rarity turned and faced him with a serious look. "Please Mr. Hellsi— I mean Valkenhayn. I do not wish to trouble you."

"Tis no trouble at all miss. As a faithful butler to the Alucard family, it is my duty to serve," Valkenhayn then bowed. "So please, allow me to be of service."

"Well I…" Although Rarity really wished to refuse his offer, after hearing his sincere words, coupled with his bowing stance, she found it rather difficult to. "Alright," she sighed "I shall accept your gracious offer. What I need assistance with is—" At that moment, a staggering figure approached the two of them.

"Ragna? Ragna? Dear brother, wherever have you gone?"

Stepping back into the open area, a worse for were Jin, searched for his target. "Brother, have you gone and left me for that girl with a horn?! I won't forgive her!" he said, with his once collected voice becoming more high pitched and unsettling. He eyed those in the crowd, stopping at one girl in particular. "Aha! There you are." His eyes fixated on her horn, Jin slowly made his way towards Rarity. "I'm not going to let you take my brother away from me again!"

His pace hastened, quickly closing in on Rarity who stood in shock who felt a cold chill as Jin sprinted towards her and drew out his blade.

"Hold it!" Valkenhayn's voice called out, accompanied by a clash. "I will not allow you to lay a finger upon this poor child." To Rarity's astonishment, Valkenhayn had managed to kick away Jin's attack; a feat that left her in awe.

Jumping back, Jin held his blade at the ready and glared at his interrupter. "Stay out of my way old man." He pointed over to Rarity. "This is between me and that horned bitch who's trying to take my brother away."

Standing stoically before him, Valkenhayn stood tall in front of Rarity while he fastened the pair of white gloves he wore. "I'm afraid you are mistaken pup. This child is not the one you were facing a moment ago. She is not your target. Now refrain from attacking her, verbally or otherwise, lest I need to make you by force."

With his sword still at his side, Jin crookedly smiled. "Have it your way…" He darted forward, with blade pointed straight for Valkenhayn's chest. "I'll cut through you to get to her."

Valkenhayn sighed. "Very well then. If you must, then allow me to allocate us somewhere where you won't cause as much harm." He turned slightly and stuck a hand out to Rarity. "Ms. Rarity, It you would please allow me your hand? There a few things need ask of you which I believe my master would also be interested in."

She briefly stared at the kind butler, still maintaining his cool even when behind him someone was inches away from skewering him. Entrusting him, she reached out and placed her hand onto his.

"Now then…" He looked back and spotted Jin. "Let us depart. Eeyaaaah!" Valkenhayn kicked back, striking Jin in the chest just as the three of them disappeared in flash of darkness that was followed by the sound of a breeze.


	9. Pinkie Pie: Scene Two

On the hunt for her new friend's lost friends, Tao led the search as she guided Pinkie Pie along from the Kaka Village up to the first level of Kagutsutchi. While Pinkie was fortunate to have found someone to guide her around this strange new place, she was unfortunate that the one guiding her was Tao. While the energetic feline initially brought them there to start their search, she caught a scent in the wind that caused her to forget. The two roamed the streets, both now in pursuit of different goals, when Tao came to a stop at an area where it looked as though a fight had broken out recently.

"Sniff, sniff. Sniff, sniff." She turned left and right, desperate to find what her nose had whiffed, but looked puzzled after coming up empty. "Hmm, that's funny. Tao swears Tao smells Good Guy around here, but Tao doesn't see him."

"Um, Good Guy?" Pinkie wondered, looking around to see what kind of a person would have earned such a title.

"Yeah Pink Lady, Good Guy is a friend of Tao's. Always playing with Tao and buying Tao lots of yummy meat buns." Tao wiped her sleeve across her mouth, drool practically forming a waterfall off it as her mind focused on food.

"So if we find this Good Guy then maybe he can also help find my friends?"

Tao couldn't hear her as her thoughts were clouded by the images of succulent meals dancing about. "Meat buns, meat buns, meat buns, yay!"

Pinkie looked around the crowds, still trying to find who they were in search of. "Do you see Good Guy around here Tao?"

While she sniffed the air, Taokaka looked left and right. "Meow? Tao can't see Good Guy anywhere. But Tao's nose is telling Tao he should be right here. Nya! Tao's nose must be busted. Nyow how will Tao find Good Guy? How's Tao supposed to get a free meal?"

Pinkie approached her distraught escort. "Aww cheer up Tao, I bet your nose works fine. In fact why don't you try using it to find something else?"

"Good idea Pink Lady." Taking Pinkie Pie's advice, Tao tried again to pick up a scent. This time getting something she knew she could find. She then grabbed a hold of Pinkie and pulled her along. "Oh, oh, Tao's got something. Come on Pink Lady."

"Wait for me," said Pinkie as she gave chase after the speeding Kaka.

After scampering through the streets, they arrived all the way to Orient Town, more precisely, at the front of one of its restaurant. While Pinkie took a look inside through the doorway, Tao was hopping up and down with glee.

"You were right Pink Lady. Tao's nose isn't busted after all. It can still find the tastiest meat buns around. Come on, let's eat. Tao's starving."

"Wait Tao," Pinkie said reaching out too late to stop the girl with the one track mind. "What about my friends?"

Tao looked back with a look as if her question flew right over her head. "Meow?"

"We're here to find my friends, remember?"

"Nyeah right. Tao didn't forget. Tao just thinks we should go and check inside here first. Maybe Pink Lady's friends are all inside enjoying a tasty meal. And while we search why not have a bite to eat. After all, it's rude to walk into a restaurant and not eat anything."

"Well I guess we can stop in for a bite. And you might be right. One of my friends could be inside."

"So what are we waiting for? Let's go inside and get us some grub."

"And look for my friends."

"Nyeah, that too."

* * *

Time passed with Tao hungrily scarfing one meat stuffed bun of bread after another. Enticed by her friend's enthusiastic eating, Pinkie decided to try one. Finding it more delicious then she expected, she tried another one, and another one, and another. Pretty soon there were two black holes in the restaurant, devouring all manners of meat wrapped within bread. Everything seemed to be going swimmingly, until the two of them were wrapping up their meal.

"Aaaaaaaah! Tao's belly is full," Tao said, lying back in her seat. A tower of plates stacked in front of her and Pinkie sitting beside her with an impressive stack of her own

"That was so tasty," Pinkie said, patting her stomach.

As they both lay back to let their stomachs settle, "Hey you two." a short elderly woman approached them. "You eat an awful lot. Now who's gonna pay the bill?"

"The, bill?" Pinkie repeated, the notion of paying for their tremendous meal just hitting her.

"Yeah lady, the bill. You two owe an awful lot."

Pinkie looked over to Tao, who was nonchalantly eating one more meat bun. "I don't have any money. How are we gonna pay Tao?"

"Relax Pink Lady, Tao's got it covered." Wolfing down the remaining bun in her hand, Tao faced the agitated woman. "Put it all on Good Guy's tab," she said, pointing to a wanted poster on the wall.

The restaurant owner looked at the poster and went silent for a moment. "You, you're with that outlaw Ragna the Bloodedge."

"Yup, Tao and Good Guy are good friends."

The owner's face went slightly pale as she slowly stepping back. "Okay you two, you go. I don't want no trouble."

With the whole restaurant falling silent, the girls stood up to walk away. Pinkie couldn't shake the feeling that something was wrong. Perhaps it was the proprietor's reaction. Or maybe the dead silence of the other diners upon hearing the name Ragna the Blood Edge? Or most peculiar of all was that a man Tao labeled as 'Good Guy' was on a wanted poster with a reward higher than she could count. Whatever the feeling, it escaped her as she and Tao made their exit.

* * *

Headed down the busy walkway, Pinkie looked to her companion, still plagued by what happened earlier. "Tao, are you sure it was alright to just leave like that?"

"Yup. Tao goes there to eat meat buns all the time and Good Guy always handles the bill. Every time we finish Good Guy and Tao always have a race with Grouchy Old Lady. Even though she cheats and throws stuff at Tao, Tao always wins."

Questioning the so called little game of hers, Pinkie had second thoughts about leaving like that. "Tao, I think we should head ba—"

"There they are!" a shrill voice shouted, cutting her off.

Both girls cringed and slowly turned over to see who was talking to them. Taokaka's tail wagged at the sight of who headed their way.

"Oh hey it's Grouchy Old Lady. Are ya here to race Tao again?"

"Race, what race? And I'm not old. You two think you can eat everything in my shop and then leave without pay. I'm tired of you and that Ragna the Bloodedge always try dine n dash in my restaurant. Lucky for me, I find mercenary who will make you pay."

A pinching feeling in her knee told Pinkie she'd best intervene. "Please, we didn't mean to eat without paying."

"Oh, then what you think you do? Eat a whole lot of my food then walk away without pay bill. Sound like dine n dash to me. Now I gonna make you both pay." She turned back and waved someone over. "You, mercenary boy, come catch these two."

From the crowd of people slowly gathering around them, two figures emerged. "Let's get this over with. You promised my sister and me a full course meal in exchange for capturing these… Tao?"

Recognizing the boy appearing behind the old woman Taokaka, threw her arms up and pounced. "Shorty!" She wrapped her arms tightly around Carl Clover and squeezed. "Tao hasn't seen you in forever. Did you come to play with Tao and Pink lady?"

Caught in Tao overzealous bear hug, he leaned his head over to get a look past her. "Pink lady?" he asked, spotting Pinkie Pie who waved at him.

The elder woman angrily tapped her foot seeing the show of affection between the boy and Kaka girl. "Hey, boy! I don't pay you to hug them. I pay you to teach them a lesson."

Pinkie join Carl and Tao who were discussing what they should do. "Okay you two, allow me to handle this," said Carl, walking over to the agitated woman, leaving his sister with the girls.

Curious over the silent girl made of metal, Pinkie examined her, feeling a strange sensation exude off her. An off putting mixture of lifelessness yet not, something the chipper girl didn't know what to feel about. She reached her hand to touch her, but before her fingers could feel the cold solid surface the doll swiped at her. Pinkie dodged, avoiding the doll's razor sharp claws and backed away as Carl started speaking to restaurant owner.

"Excuse me miss. Please allow me to cover their bill. I believe that should clear up this situation."As Carl pulled out his wallet and reached in, the woman stopped him.

"I don't want cash."

"What?" said Carl, thrown off by her statement. "But isn't this what you wanted? Didn't you want them pay you."

"Yes. But I also want them to pay. As in no more stealing from my shop ever again. Now go do what I pay you for mercenary."

With the crowd around them looking on, Carl found himself unable to deny the stubborn woman's boisterous demand. He turned away and walked over to Pinkie, Tao and Ada, tilting his hat forward as he sighed reluctantly at what he was now forced to go through. As he joined the girls, his sister walked over to his side and looked down at him.

"I don't know Ada. I don't think I have much choice." He stared into the doll's eyes as those listing in on a plan. "Actually, that might work. Good idea sis." He looked over to Tao and Pinkie. "Okay you two," he said, winking at them repeatedly as he went on. "This is the last time you'll ever dine and dash." He kept it up, hoping the two of them, especially Tao, would get it. "I'm gonna _fight_ you to teach you a lesson, and don't you even try and _pretend like you're fighting back_."

Pinkie, getting the most obvious string of hints in history, gave Carl a subtle nod. She then looked over to Tao.

"Meow?" Tao uttered with a tilt of the head. "You alright Shorty? Your eye is all twitchy twitch. If Tao didn't know any better, Tao would think Shorty's trying to hit on Tao. Sorry Shorty, but Tao's not into ped... Pedo… That big word everyone keeps calling Good Guy."

Carl stood silent, dumbstruck over what she said. Though he was unsure what jarred him more, the fact that Tao couldn't get his blaringly obvious hints, or the conclusion she came to. "No Tao! I saying I'm going to fight you."

Tao's ears and tail perked up in response. "Oh yay! Short Guy wants to rumble! You should have told Tao sooner."

While she hopped excitedly, punching the air, Carl sighed with his palm against his face. "Yes Tao, we're going to—I mean no. We're not!" Remembering who was listening in, he looked back to the old shopkeeper who glared at him.

"You're not?" both the elder woman and Tao asked, having the same disappointed expression.

"I mean yes we are!" he shouted, making sure the shop owner heard.

"Yay! Fight, fight, fight!" Tao chanted, hopping about once again.

"No wait, I meant…" Stuck between the stubborn old woman and Tao's denseness, Carl had had it. "Alright fine! Yes Tao I'll fight."

"Jeeze Shorty, you sure are all flippy flop. You need to be more decisive."

Watching the back and forth between the exuberant Kaka girl and the groaning young boy, Pinkie felt bad for Carl whose plan had quickly fallen apart. She decided to step in between them and faced him. "How about you _fiiiight_ me instead," she said with a wink.

"Oh! You wanna have go against Short Guy Pinky lady? Alright then. Tao'll stay back and root for yah!"

Carl, a little surprised but relieved that his plan may still work, gave Pinkie a faint grin along with a tip of his hat. He then struck a pose, pointing his finger at her while remember a line he'd learned from listening to a certain someone's longwinded speeches. "Alright then you thieving villain. So long as I'm around, you won't get away with dine and dashing from any of these fine establishments. Prepare to taste my justice!" After saying that, he dropped his arm down, tilting his head down in embarrassment. I can't believe mister Bang can talk like that and not feel utterly embarrassed.

"Nyot too bad Shorty. But you just need to yell a bit louder if you wanna sound like Scruffy-man," said Tao, who watched on behind Pinkie who couldn't help giggling a little.

The surrounding crowd stepped back as Carl and Pinkie stood off. Pinkie did her best to keep a straight face, but knowing the boy didn't intend on actually hurting her, she couldn't help but let out a few chuckles as she hopped with her fist raised and ready.

Putting up his dukes as well, Carl strolled his way over to strike. "Take that!" he shouted, throwing his slowly moving fist forward. Waiting for just the right moment, Pinkie moved her head away an inch from getting struck. As she avoided Carl's slow jab she also dodged something that rapidly came behind Carl that delivered the same punch as him, only with much more strength and speed behind it.

"Huh?" Sensing the wind of the second fist, Carl looked up to see Ada standing beside him, her arm stretched forward with her fingers clenched. "Sis? What are you doing?"

Surprised as Carl was, Pinkie looked over to the doll towering over him and noticed it began to move towards her. It lunged with an arm extending forward, narrowing its claw like fingers to form a drill that spun rapidly. Pinkie hopped to the side, avoiding the drill, but she couldn't sidestep Ada's clunky frame which slid forward to ram against her. Pinkie was knocked her off her feet and rolling back a few feet onto the floor. Getting back up, she moved away the pink curls blocking her view and looked over to Carl. "Hey, what gives?"

Ada approached. Her claws were focused on the pink haired girl while Carl clung onto the back of her dress, doing his best to hold her back. "Ada! Stop!"

Pinkie quickly avoided another swipe. "Okay, we can stop now. I've learned my lesson about not dining and dashing. I really don't feel like fighting anymore."

Ada threw one punch after another, each one nimbly dodged by Pinkie as Carl continued tugging and pleading with the hardened maiden to stop while Tao obliviously watched from the sidelines with the crowd. One of Ada's hammer fists almost hit Pinkie, catching her by the sleeves as it crashed against the floor. The surrounding crowd started backing up as the fight between the pink haired girl and blonde automaton intensified.

Seeing how her target avoided her jabs, Ada knelt down and began to spin. Her long arms swung outward as she spun, making her jagged digits line the edge of her circular motion. Pinkie Pie found herself against a wall facing the twirl figure approaching her. Seeing no other options available, she stuck up her hands in the hopes that something would bring the deadly doll to a halt.

She shut her eyes as Ada got closer. With her hands still held up before her, she felt a familiar sensation against them. One she remembered feeling once before when she first awoke in this new world. She reached out as she did before, sensing something as she closed her palms. Affirming her grip, Pinkie heard a thunderous clang of metal come from her front and felt a force push her back. She opened her eyes to see Ada standing a few feet away. But what really drew her eye was what she saw tightly held in her hands.

"What?"

Examined the strange object in her possession, she noticed it was a long shaft with a large barrel shaped portion at the top. On the side, it bared the same image as that of her cutie mark. Swinging it around a bit, she slammed it against the ground and realized what she held.

"Ooo, a hammer. Neat!" She lifted it up and found something about it to be odd. "It's… It's so light." Pinkie Pie spotted Ada lunging toward her and readied her new weapon. "Okay miss metal dress, you wanna play rough? I'll show you how this pony plays, Pinkie Pie style!"

Her hammer held like a bat, Pinkie swung, causing an explosion upon impact against Ada. The blast pushed Pinkie back and sent Ada bouncing against a wall where she dropped at Carl's feet and started getting up again.

"Ada, stop! That's enough!"

Against Carl's orders, Ada made her way back to Pinkie, but stopped for a moment and turned to face him.

Carl, still puzzled by her behavior, stared into his sister's blank gaze. "Sis…" He looked into them, as though hearing her say something and nodded. "Okay sis. I'll go along with this. But you better give me an explanation later." He stepped forward, approaching Pinkie alongside Ada. "Ms. Pie, if you would allow, my sister and I would like to see how well you'd fare against the two of us in a real bout."

Pinkie, gripping her mallet through the long sleeves of her Kaka outfit, sensed something coming from it. Something about it gave her confidence and compelled her to accepted. "Sure," she said with a smile. "I don't mind, Not anymore" She spun her weapon in her palms. "With this thing, I think I'll be alright. Plus…" She turned over to Taokaka who was still spectating. "You're right Tao; this is a lot of fun."

With his sister standing against him, Carl raised his hand up and gave an order to Ada. "Whump 'em."

On his command Ada slid across the floor with her fingers forming a drill again. Pinkie blocked, but didn't notice Carl sliding behind her and caught her off guard with a string of blows.

"Come on Pink lady, don't get caught between Shorty and Hard Person," Tao shouted from the sidelines while Pinkie Pie found herself fending off attacks from both sides.

Finding a window in the duo's combo, Pinkie hoisted her mallet up and slammed it in between the three of them. A blast erupted, sending all three into the air and splitting up Carl and Ada. In midair, Pinkie used another blast from the cannon end of her mallet, propelling herself towards Carl and bashing him towards the ground.

Bouncing off floor, Carl recovered and called out for his sister. "Ada!" In a flash of light, the summoned doll appeared behind him while he knelt down and tossed something towards Pinkie's feet. "Cantabile!"

Before she caught a glimpse at what wrapped around her, Pinkie was tossed into the air, unable to react as Ada raised her longs arms up and slammed her hands together to create a shockwave that dropped Pinkie to the ground where Carl was waiting to strike. A strange clockwork device emerged from his cape, launching Pinkie back up where Ada repeated her high clap that sent Pinkie back towards Carl. Quickly catching onto their pattern Pinkie avoided Carl's next strike roll away from them.

Standing by Carl, Pinkie Pie channeled her strength, raised her mallet high into the air and slammed it over him. She then raised it back up, revealing that Carl had vanished.

"Meow? Where Short Guy go?" Tao asked.

Her hammer still on the ground, Pinkie fasten her grip. "Okie dokie! Here. We. Go!"

The hammer erupted from the portion facing the ground. Pinkie held on tightly and used the force of the blast to swing it in an arc over her head to slam it on the ground again. There was another blast and Pinkie used its force again to swing it overhead and repeated the process again and again, leaving craters in the metal walkways. Everyone in the crowd was losing their footing the pounding she was making had them in awe. All the while Carl's voice could be heard yelling out from inside the large hammer with each ground shaking slam. She finally stopped, angling the face of her hammer towards a nearby building and, firing her mallet cannon one last time, launched poor Carl straight into it were he bounced back towards her.

"Sis," he muttered with what little energy remained in him as he dropped like a rag doll at her feet.

Seeing he'd been hurt rather badly, Pinkie tossed away her hammer which vanished in a show of lights, and knelt down. "Oh no, oh no. Are you okay? I'm so sorry. I got carried away. I didn't know I could do something like that. Please be okay."

Tao ran over and joined Pinkie. "Meow, looks like you won Pink Lady." She also knelt down, looking over the unconscious boy as Ada joined them. "Aww, Short Guy's sleeping." She lifted Carl up and placed him on her back. "This floors too hard for Shorty to sleep on. We should take him somewhere so he can nap peacefully." Her tail sprang upright as an idea struck her. "Oh I know! We should take Short Guy to Boobie Lady's place. He likes going there, plus we can ask Boobie Lady about your friends Pink lady."

Watching Tao walk off with Carl on her back and Ada following close behind, Pinkie began to wonder about her guide through this ordeal so far. Although she too was concerned over Carl's condition, she felt as though she was getting further and further sidetracked. But she did feel a sense of relief hearing that they'd be meeting someone who can help her. Perhaps Tao just has a roundabout way of helping she thought.

"Plus, Tao'll get a chance to play with Boobie Lady's boobies!"

Perhaps not. That sense of relief began to wane as she caught up to Tao, Ada and Carl; leaving the dispersing crowd where a lone elderly woman was left standing in the middle with a sour expression on her face.

"Wait! Come back here! I still want my money!"


	10. Rarity: Gag Reel

Rarity: Gag Reel.

* * *

Crowded as always, Orient Town's plaza was bustling with the sounds of people shopping, chatting away or simply enjoying a nice meal. With a plethora of things to see and do, do and see, everyone could always find something to do while visiting this lively part of Kagutsuchi. Except for one. In the overflowing walkways lined with shops to the left and right, Rarity strolled along in search of something she could not find in any store. Making her way through the hordes of shoppers, she paused and looked back towards where she came. A nagging sensation plagued her mind.

_Was it really such a good idea for to just walk out like that? After all, Mr. Shishigami did offer his help in finding my friends. And Ms. Litchi was kind enough to offer me a place to stay in the meantime._ Rarity looked down and admired the garb she had on, giggling to herself while she took in its beauty for the countless time. _As well as this absolutely stunning outfit._ Her eyes ran up and down her new curvy figure and reminded her of her new outward appearance as well as what her original goal was. _Still this is my problem and it is my friends who are lost. While I appreciate the kindness they've shown me, I do not wish to burden them any more then I already have._ She looked back, spotting the clinic through the gaps of the crowds. _Then again, I've probably made Ms. Litchi worry about me by suddenly running off like that. Perhaps I should return and wait._

There, in the center of the plaza walkway, with people passing her by, she took a moment to think about what she should do.

"I think it's best that I return. I don't want to have my new friends worry about me. After all, I'm sure Mr. Bang will find them. And who knows, maybe they might come and find me."

* * *

Back inside the local clinic centered in the ever busy Orient Town within the city of Kagutsuchi, Rarity was seated in one of the waiting room chairs with the large open window behind her where people could be seen walking by. Over at the doorway leading to the next room, Litchi Faye-Ling stood looking over to her guest.

"I'm so relieved you came back Rarity. I was just about to go running after you."

Rarity lowered her head, guilt washing over her. "I'm dreadfully sorry Ms. Litchi. I did not mean to cause you to worry. It's just that I can't help but feel I should help Mr. Bang with the search."

"I understand Rarity. After all, you and your friends are lost in an unfamiliar world. I'm just worried that you may end up getting hurt on your own. The streets of Kagutsuchi aren't what you would call safe." Litchi's words didn't help sooth Rarity's worries. Instead they drove her to press her face against the window, looking out with a distorted concerned expression. "Oh dear, I don't think that helped." She pondered how she could get her guest to take her mind off her worries and came to a quick conclusion. "Rarity, would you mind coming back here and giving me a hand? My assistant Linhua is out sick today and I could really use your assistance."

Rarity, still clearly in a slump, looked up to her and forced a smile. "Sure thing Ms. Litchi."

In the back room, the girls worked together. Litchi treated her patients while Rarity did her best to aid her.

"I can't thank you enough Rarity, today certainly is a busy one."

"It's quite alright. After all your help it's the least I can do. Plus…" Rarity twirled around, showing off the white Chinese nurse's skirt with short black tights and matching sash tied around her waist she had on. "I just adore this nurse's outfit I get to wear." She tugged at top of the outfit. "Although it's a little tight at the top." Her flowing purple hair complimented the elegance of her outfit to complete the ensemble.

"I'm sorry Rarity. That outfit actually belongs to my assistant. That would explain why it feels a little tight in that area. Though you do know you didn't really need to change in order to help me."

"Nonsense, a lady must always dress for the occasion, even if it is only temporary," Rarity answered, still admiring her new clothing.

Seeing the smile on Rarity's face, Litchi decided to leave it at that. "Well I have to admit white really does suite you." Litchi resumed her work and finished with another of her patients. "There, you're all done. Now just remember to cut down on the snacks and try and cut down on the drinking."

Hopping off the examination table, the elderly man she was performing the check up on nodded at her. "Thanks again Doc," he said as his eyes stumbled between her eyes and her chest. He turned his apple colored face over to Rarity. "My goodness Linhua, you certainly have grown." The old man focused his sight on Rarity's bosoms. "And you even dyed your hair," he said, patting her on the head. His hand moved down and stopped at her horn. "What's this thing? Some sort of new fashion thing kids these days are all crazy about?"

Rarity looked at the codger; his wandering eyes made her nervous and her voice trembled. "W-w-well I—"

Litchi stepped in and grabbed hold of the old man's wandering hand. "This is actually a new assistant of mine. Her name is Rarity." She pushed him back. "And she just started today, so please be nice."

"Oh, well that explains it. I thought there was something wrong with how much Linhua had… developed." The geezer's eyes were still fixated on Rarity's chest. He then refocused on her hair and horn. "To be young and do crazy things with your body. You and your friends must be a crazy bunch if those things are considered fashionable."

Rarity went silent. Her head tilted down to the floor.

Noticing her assistant's distress, Litchi started nudging the elderly man out. "Alright now, I believe it's time you get going sir. Your wife is probably missing you."

"My wife? Oh that's right, I better get going. If I take too long she starts thinking I'm up to something. Goodbye Doctor, goodbye Ms. Rarity."

With their latest patient gone and no one in the waiting room, Litchi walked over to her still depressed assistant and gave her a hug. "There, there. I know. But don't worry. Mr. Bang promised he would find your friends. Have faith in him."

Rarity sniffled slightly under Litchi's warm embrace. "You're right. I have to believe in him."

Litchi smiled and nodded at her, releasing her. "That's the spirit. Now how about we have some oolong tea?"

* * *

Having a well deserved break in Litchi's kitchen, the girls enjoyed each other's company as they sipped some tea and Rarity regaled Litchi with stories of her friends back home.

"So she ate the entire cake all by herself?"

"Why yes. She ate it all in one bite."

Litchi chuckled, amused by the tale but more by the smile it brought about on Rarity's face. "My, this Pinkie Pie sound like such an interesting friend."

"Indeed." Rarity took another sip of her cup, enjoying its rich flavor. "While she may an odd pony, she still can be a lot of fun." She looked down into her cup. "They all are..." Her face saddened as she gazed into the reflection of her drink and saw a foreign face looking back. "No matter what we did I always enjoyed them around, even when we sometimes didn't agree eye to eye. Twilight, Fluttershy, Pinkie Pie, Applejack and Rainbow Dash are my dear friends. That's why I rushed off earlier. But then I remembered the kindness you and Mr. Bang showed me. I couldn't just leave and have you worry. So I decided to come back and wait like you asked. I'm sure My friends are safe." Rarity sighed, picturing those precious memories in her tea's reflection.

Litchi rose from her chair, brimming with determination to bring the girl seated next to her out of her slump. "Okay, it's time we do something to cheer you up!"

Taking another sip from her cup, Rarity looked up at her. "Mmm?"

"I know just what we can do."

"What?"

All of a sudden, two party balls that seemingly came out of nowhere at Litchi's side popped open, dropping streamer and confetti everywhere.

"Fashion Makeovers!"

A large banner suddenly roll down behind Litchi that read the words she just shouted and a smile graced Rarity's face.

"Alright. We're going to have guest drop by and give them the wardrobe change they've always needed. Now let's find out who'll be our first guest!" Waving her arms over her head it opened on cue and someone walked in.

"Um excuse me?" Stepping inside was none other than Noel Vermillion "Is there someone here who can help me? II don't know how I got here."

"It looks like we have our first guest." Litchi shouted, waving the newcomer over. "Noel Vermillion come on down!"

Startled by Litchi's exuberant outburst, Noel was just about to run off when she noticed something on the top of Litchi's head that captivated her. Reflecting off of those wide green eyes of hers was a tiny panda that clung onto Litchi's hair, holding the long strange of ebony in place. As if in a trance, she walked towards the two in the room. Her eyes still fixated on the little creature.

She stopped before the pair and a snap of Litchi's fingers brought her back from her trip. "Huh? Where am I?" Checked her surroundings. "Oh that's right I'm here too—" She quickly noticed the woman looming over her. "Ms. Litchi, what are you—"

Before she could finish, four changing screens panels dropped from above. Completely surrounded, she couldn't stop what was happening. Outside of the paper thin barrier, Rarity watched as two silhouettes flailed about inside.

"Excuse me Ms. Litchi; I didn't come for—Eeek! Please don't take that off!"

The sound of clothes ruffling and panicked shrieks were all Rarity could head along with piles of clothing that occasionally came flying over the panels. Rarity was just about the stick her head in to help poor Noel when she noticed her clothes fly over the wall.

"Now hold still, I'm almost finished," the joyful voice of Litchi stated. The movement inside finally settled to a halt and the screens flew back up from where they'd mysterious came from. Rarity looked in and saw Litchi directing her arms to Noel who was standing sheepishly next to her.

"Tada!"

Rarity's heart went aflutter the instant her eyes got a taste of Litchi's work. Her astonishment slipped out of her mouth. "Oooo!" Noel stood with one hand holding down the lower end of the rather short dress she now wore. Rarity circled around, taking every inch of the outfit. "This dress. Why it really complements your…" Her eyes traversed Noel's body. Taking note that she didn't have the same amount of volume as Litchi and her. "Slender figure."

Noel quietly sunk her head down. The pain from Rarity's words only worsened as she got a look at her 'slim figure'.

"No really dear," said Rarity, using her horn to pull a full sized mirror in the corner of the room over to time. "Take a look for yourself. You look absolutely stunning."

Noel turned her head up and peered into the mirror. She placed a hand over her mouth, gasping at the sight. "This, this is beautiful." She twirled, smiling as her hands examined every inch of her new clothes. "I love it!" Her hands then stopped at her chest and her spinning came to a halt. Staring at the mirror to her certainly lacking chest, she turned to look at Rarity and Litchi standing beside her, specifically a certain body part of theirs. She placed one palm on her own and her heart sank as she practically felt nothing. "Too cruel…" she uttered.

Rarity saw her sudden mood swing and approached. "Noel, are you al—"

"This world is too cruel!" Noel sprinted out the door with a trail of tears dropping behind her.

Rarity was just about to run after her when Litchi called out. "Relax Rarity. It's best we let her cry it out. After all what's bothering her is something neither you nor I can help with. Don't worry though, that new outfit of hers is sure to cheer her up once she gets another look at it. Moving on, it's time to meet our next guest. Please put your hands together for Carl Clover!"

The clinic door opened to reveal a young boy and what looked to be a large mechanical doll standing behind him. Carl looked a little surprised standing at the doorway but walked right it. "Um Miss Litchi, how did I—whoa!"

The wall of changing panels dropped again and ensnared Carl inside. This time Rarity made sure she was on the inside. "Ms. Litchi, would it be already if I help you this time?"

"By all means please do. I was planning to get you involved from the start. Now what shall we have our guest wear?"

"What about this?"

"Ah! That's perfect Rarity. I just knew you had an eye for fashion."

"But of course. Whether it is for ponies or any other creature, I know what type of fashion best suits them. Now, let's get to work."

The doll that was with Carl heard his cries and went dashing to save him with her razor sharp claws popping out from the sleeves of her long purple dress. Just a few feet away from reaching the changing screens, they flew away to show Litchi and Rarity standing beside a transformed Carl.

"Tada!" Both girls yelled.

The Doll still charged towards them. Getting a look at Carl she quickly retracted its claws and swiped her long arm at them. Litchi and Rarity closed their arms and braced for the worst, but after a few seconds of nothing opening their eyes to find a touching sight.

"Sis! Ada. Please let go. This is embarrassing." Carl, sporting an infantile sailor suit, struggled to escape the embrace of the doll who had wrapped her arms around him.

Litchi smiled at the siblings. "My, it appears that Nirvana agrees with our choice in wardrobe." Standing next to her, Rarity couldn't stop giggling at the display of sibling bonding as Ada clutched a struggling Carl in her arms and held him tightly.

Still holding him in the vice of her arms, a seemingly content Ada walked out the clinic door. Carl continued wriggling around, trying to escape. "No, no! Not outside! I can't be seen in public like this!" As the clinic doors closed behind, Rarity overheard a collection of laughter coming from outside, followed by what she thought was Carl's voice.

"Nooooooooo!"

* * *

Rarity, now pumped with excitement with creative juices, turned to Litchi and tugged at the sleeve of her coat. "Oh this is so much fun! Ms. Litchi, might I ask that I take the lead with the next guest?"

"By all means Rarity, I've wanted to see just what you can do." Another set of party ball dropped by Litchi's sides, bursting open in a flash of confetti and streamers as she pointed at the door. "Up next is, Ragna the Bloodedge!"

The clinic door swung open again and in walked in a young man with spiky white hair wearing a red sleeved jacket and baggy black pants. He looked around the room in utter confusion. "What the hell am I doing here?"

Litchi approached him. "Now Ragna, be a good guest and come over here. My friend Rarity and I are giving you the fashion makeover you've desperately needed."

Rarity nodded. "Oh I completely agree with Ms. Litchi. Those tattered rags hanging off you are simple horrid."

"'A fashion makeover'?" Ragna turned his head down and examined his attire. "What's wrong with the way I dress?"

"Nothing dear," Rarity answered, batting her hand at him. "That is of course if you've just returned from a trek across a dessert."

"Yeah? And what if I just did?"

"Nonsense! It's time for your wardrobe change Ragna the Bloodedge. Like it or not, Ms. Litchi and I are here to give it to you."

Ragna stepped back towards the door. His hand reached back for his sword while he kept his eyes on the two fashion crazed women. "I'm outta here! No way I'm letting you two crazy bit—yaaaah!"

With the use of her magic, Rarity pulled the unruly Ragna towards the two of them. Held against his will, he was powerless to stop them as the wall of screens encased the three of them.

"Whoa! What the hell do ya think you're doing?!"

His clothes went flying over the screens as Rarity's magic took hold. "Hey! Don't just take that off!"

The light blue aura surrounding Ragna quickly began placing a new set of clothing on him. "What the hell! This isn't guy's clothes! Whoa!"

With flashes of lights going off inside the barrier of curtains, Ragna was at the aura's mercy. "Be gentle," he whimpered as the last of his outfit was placed.

With the screens lifting up, Rarity levitated the mirror in front of him and flipped her hair in confidence. "There! Now aren't you just absolutely smashing darling? "

Litchi clasped her palms together. The excitement from their work was almost too much to bear. "Rarity! This is sheer brilliance. The pinnacle of cosplay perfection! The ultimate in cross-dressing outfit!"

Ragna stared down at what the duo had slapped on him, now wishing desperately that he hadn't. He now wore a gothic gown with frills at the end along with a matching jacket. "What the eff! I look like the damn rabbit! Get this crap off me and give me back my close now!"

"What? Don't you like your outfit?"

Ragna stood with his back at the window and pointed at Litchi. "You two put me in a freaking dress! Why would I like it?!" He sighed. "At least no can one see me dressed like this."

On the other side of the window, Ragna heard the sound of a camera shuttered go off. It was quickly followed by another, then another. He turned slowly to see what was causing the series of clicks.

"Look! It's another one of those outfits from that clinic!"

"It looks magnificent, even when it's worn by that ugly girl."

"Hey!" Ragna shouted, waving his clenched fist at the growing crowd

Grabbing the mirror to hide behind, Ragna collected his clothes and ran out the door. With him gone, the gawkers made their way inside the clinic and swamped Rarity and Litchi.

"Is this the where those amazing outfits have been coming from?"

"Who is responsible for them? I especially loved the last one."

"Please, can we get more?"

From the rear of the crowd, someone was making their approach. "Alright everyone, make way, make way. Don't make me have to force my way through." The crowd remained unmoved by the man's request. "Not one of you is going to listen huh? I warned you… Serpent's Infernal Rapture!"

Rarity watched in horror as a green and black spear of light shot upwards, sending the crowding mob smashing through the ceiling and out of the way. In the aftermath of the devastation, she noticed a lone figure approach, a man dressed in a black suit with a white shirt underneath and matching black trousers. With each step of his steel topped shoes closer Rarity could sense his imposing presences get stronger. Although the way he carried himself, with his hands dug into his pockets and smile across his face, betrayed the impression she had. He took off the fedora hat he wore atop his matted green haired and introduced himself to them.

"Ladies, I take it you're the ones responsible for those outfit catching everyone's eye. Allow me to introduce myself. My name is Hazama, captain of the NOL's Intelligence Department and avid fashion designer."

Litchi stared at him with a skeptic look. "Wait a minute! You? You're a fashion designer?"

"But of course. While I may hold a position in the NOL is just a farce for my true calling! The fashion world is far more engaging for my tastes. Imagine an industry that chews you up and spits you out without hesitation. Where ones dreams are put on the line and effortlessly dashed to pieces in a heartbeat. A business that leaves a trail of despair and shattered hope in its wake. What's not to like about it."

Litchi sighed at his reasoning. "Okay, that's more along the lines of your character."

Hazama tugged on the lapel of his suit. "Plus I do love me some snazzy outfits. Now then, down to business. I want to know who's responsible for those clothes. I especially loved that last one. Though who was chosen to model it may have something to do with it."

Rarity walked over and faced him. "I was the one responsible for the ensemble."

Without hesitation Hazama grabbed hold of her hand and carried her out the door. "Come! We've got work to do. I promise you that with your skill, your works will take this world by storm. The city of Kagutsuchi, scratch that, the entire world will be wearing your clothing line when I'm done!"

Litchi was left standing alone in her shop, unsure of what to make of these lightning events. As she watched the trail of dust cloud following the two running off, she couldn't shake the feeling that she had just helped create something that would engulf the world.

* * *

Sure enough, Hazama kept true to his word. Rarity's designs were such a hit that they trended in every city across the planet. Every man, women and child wore something that bore her logo on it. No one could resist her fashionista might. It was as Litchi thought. Like the Black Beast that had almost swallowed the world in darkness long ago, Rarity had managed to engulf the world in high fashion.

Let the stylish reign of the Fashionista pony from another world forever be fabulous.

* * *

Rarity, stared at the story's conclusion in bewilderment. "Wait a moment; wasn't I supposed to be looking for my friends?"


	11. Rainbow Dash: Scene 2

Making her way through the boardwalk of the piers in the lower level of Kagutsuchi, Rainbow Dash walked along with Makoto Nanaya at her side. "Uuuuugh! I can't believe this. These things are so weird."

Makoto looked over and noticed Dash staring at something. "What, your hands?"

"No, these things." Rainbow lifted her hands towards Makoto's face and wiggled the ten little digits that stuck out from what she thought were her hooves.

"Those are called fingers Rainbow Dash, and they're attached to your hands. Everyone's got fingers, even me." Makoto shoved Rainbows hands away to show over her own set. "See, ten awesome fingers. Pretty sweet looking digits, right?"

"Uh, yeah, not too bad." Brushing away the other set of palms, Rainbow focused her eyes back on her own and slowly mastered the challenge of wiggling each one individually. "Why do we even need so many? I had no trouble at all when I just had four hooves. Now I've got these… things." Her eyes darted between her hands and feet. "How does Spike manage to move around in these? Ugh… It's bad enough that I can't fly straight in this messed up body, but how am I supposed to gallop."

Makoto raised a brow at Dash as she continued her rant. "Gallop? I think you mean run. You do it like this see." She scurried about the pier for her demonstration, avoiding running into anyone along the away and finally returning to Rainbow's side. "Like that. It's easy."

"Heh, you're right. That does look easy. I bet I'll can do it faster than you did."

"Oh yeah?" Makoto's tail beginning to wag, pumped up by Rainbow's enthusiasm.

"Of course. I'm one of the fastest flyers around after all. Of course that was actually back in Equestria; and it was for flying. Whatever, weird body or not, I bet I'm still fast. Here goes."

Pushing her feet against the ground she pushed one after the other, making her way forward. Unfortunately it wasn't with the speed and grace she imagined she'd have. Teeter tottering with each step, Rainbow lost her balance and tumbled to the ground. Sitting on her rump, she stared disappointingly at her legs. "I don't get it. What went wrong?"

Makoto caught up and helped her to her feet. "Beats me. You were doing fine earlier when it came to walking. I don't understand why you had such a hard time when you tried to run."

"It easy to walk because I didn't really think too much about it… Wait a second…" Realizing what she needed to do, she started attempting to run again. This time not wobbling as before, mainly because she didn't think of it as galloping on two hooves but instead as she normally did. She took off in full sprint, no longer worried over the mechanics of her new figure, her wings spread open and began flapping vigorously.

Makoto look up in astonishment. "No way! Rainbow Dash, hey Rainbow Dash, you're flying!"

"Huh?" Rainbow Dash looked down to see her feet no longer pushing against the ground but instead hovering along with the rest of her a few feet above the piers. "I… I did it! I did it—whoa!" As she raised her arms up in victory, her body veered to the left, crashing into a collection of empty crates along the boardwalk.

Makoto hurried to catch up. "You alright Rainbow Dash?"

Rainbow Dash emerged from underneath a pile of broken lumber. "Yeah…" She brushed away the scraps of wood clinging onto her, Rainbow reached up, grabbed hold of Makoto's hand and pulled herself up. "I guess I still need some practice. Moving around in this body is a lot harder than I thought. I need to find some fast way to get used to moving around in this body."

"What, like a warm up exercise?"

"Yeah. Something that'll really get my body moving."

Makoto stood back and eyed Rainbow from head to toe. "Hmm… You know for someone saying she not used to moving her body, as strange as that sounds, you look pretty fit to me. Are there any sports you're into? Like lacrosse?"

"Of course I'm fit. I'm a world class athlete after all."

"Yeah. A world class athlete who can't run without falling over herself."

"I told you already, I'm not used to moving in this body."

"Which is why I wanna know if you did any athletic sport."

"Well, I did take karate."

"Karate? Martial arts huh? That's perfect."

"It is?" Rainbow Dash wondered, staring skeptically at Makoto who took a few steps away while stretching her arms. "How?"

Now a couple of feet away, Makoto turned back and faced Rainbow. "Well you've taken karate, and you wanna get used to moving around in your body so..."

"Uh huh?"

Done stretching, Makoto smiled and put up her dukes. "Ever had a sparring match before?"

Catching on to what the squirrel had in mind, Rainbow Dash took a fighting posed and smiled back at her. "Heh, you sure you can take me on? I'm a black belt after all."

"That's the spirit Dash. This way, you'll quickly get used to moving around." Bobbing up and down with her arm up, Makoto pointed one towards Rainbow and aimed the end of the tonfa strapped to her arm right at her. "Just let me warn you, I don't like to pull my punches."

"That's fine by me. I like a challenge."

* * *

In a vacant space in the harbor, surrounded by wooden crates and steel drum barrels, overlooking the rusty structures, rising and falling drawbridges, passing ships and the city of Kagutsuchi in the background, both girls stood ready to fight. They smiled, both excited over their friendly bout. Rainbow recklessly charged in and Makoto answered in a likewise manner while shouting "Asteroid Vision!"

Rainbow threw the first punch. She saw her fist slammed against Makoto's cheek, but somehow it passed right through and Makoto vanished..

"Over here!" Makoto shouted, standing behind her. The quick footed squirrel threw a punch of her own..

Rainbow took one punch after another. Her opponent's rapid jabs combining into a string of blows. Hitting high and low. Makoto made a quick dash forward, "Asteroid vision!" hitting with a strong thrust of her arm that stunned Rainbow. "Perfect strike!" Rainbow Dash couldn't react in time to stop the next barrage of blow headed her way as Makoto struck with strong left and right hooks from her Dempsey Roll. "Infinite rush!" She finished with an uppercut, sending Rainbow flipping backwards and slamming against the ground.

Surprised, but mostly agitated by the attack, Rainbow picked herself up, brushing her hands against her nose. "Wow." She looked over to Makoto standing a few feet away. "I've gotta admit, those were some pretty nice moves." Back upright, she tightened her palms and flapped her wings. "But it's gonna take a lot more than that to beat me."

Rainbow ran in again, aiming her punches for Makoto who raised her arms up to block. One after another, Rainbow's punches pelted against the set of tonfas. She winded up for one last blow and threw her fist forward, watching as Makoto not only angled her arm but jerked it forward into the approaching fist.

Her fist connected against the hard steel of the cross-shaped weapons and was deflected away as Makoto twisted her arm down. her deflected punch left Rainbow wide open, giving Makoto a perfect opportunity for a counter attack. She cocked her right fist back and, with absurd strength, let it fly forward. "Space counter!"

In a flash, she appeared standing behind Rainbow with her fist still aimed straight ahead. At her back, Rainbow Dash was in midair, spinning from the intense blow and dropping to the floor with a thud. She pried herself off the ground for a second time, growling and gnashing her teeth as she flapped her wings to help her stand upright. "Alright! Now I'm getting the hang of this. It's payback time!" With another flap of her wings she charged in and rammed against Makoto, causing them to bounce away from one another and stand ready to go again.

"Looks like you're getting used to using your wings to move around. Impressive."

"Heh, you haven't seen anything yet. I've still got plenty to show you."

"Oh yeah?" Makoto crossed her tonfas together, causing a spark to emerge from their pointed tips. "Let's see how you like…" The energy flowing from her weapons gathered to form an orb of lightning that hovered in place in front of her. "A taste of this!" She punched the orb, sending it flying.

Rainbow yelped in shock, "Whoa!" Caught off guard by the unexpected projectile. She put up her arms and prepared to take the blast. she met the sphere head on, but its power send her flying, "Whaaaaaa!" slamming against a group of barrels,. Fueled by her determination not to lose, Rainbow quickly recovered and saw Makoto coming at her. "Oh no you don't!" She flapped her wings and took to the air, dodging the attack and then diving back down with her foot to counter.

Makoto jumped away, just missing the business end of Rainbows foot as it left a sizable dent on the ground. Despite the close call, she smiled at Rainbow. "You're even getting used to using your wings. That's great! But I'm still not planning on losing."

Distancing herself before Makoto could counter; Rainbow took a moment to catch her breath.

_Jeez what's with this girl? No matter what I throw at her, she always has something up her sleeves. I know were only doing this for fun, but I really don't want to lose. There's gotta be something I can do!_

Still taking deep breaths, Rainbow started to feel a strange sensation building up inside her. She grabbed at her chest in concern. The sensation began to move out from her chest, down her arms and find its resting point on her hands. She stared at them. They began shaking wildly and emitting light that shine brightly. "What? What's going on?"

The flashing in her palms shined brighter and brighter. Finally something began to form just over her hands. After a few seconds, the practically blinding light faded away and she got her first real glimpse. There, floating mere inches above her hands, were a pair of clouds. Rainbow curiously grabbed hold of them and two uniquely shaped blade popped out from the side of them. She held on to the clouds end of the object tightly and observed the blades. Its shape and color was that of a rainbow-colored thunder streaks. The very one she had on her cutie mark. "What are these?"

Makoto, keeping her eye on Rainbow ever since the bright light began flashing, watched as Rainbow looked down in shock at the objects she held. She forgot all about fighting and ran over to check if friend was alright. "Hey Rainbow Dash, what up with those weird-looking things? I saw that weird light coming off you and then those things just came outta nowhere."

"I-I don't know." Rainbow offered one of the bizarre looking weapons to see. "What the hay are they?"

"Here let me check." Makoto reached for one of them. "What the hell?" Her hand immediately slipped right through the cloud as though it weren't there. "Why you…" She swiped her hand again, seeing her hand pass through it again. "Fine, let's see if this works." She reached for it again, this time grabbing hold of the thunder streaked shaped part. "E-e-e-eeeyoow!" A jolt of electricity zapped her on contact. She quickly let go and grabbed a hold of her twitching arm. "What the crap. That thing just shocked me!"

Rainbow Dash looked back down at her twin weapons and grabbed hold of the cloud handles. That's right. Only pegasus ponies can touch and move clouds. That would explain that. But that doesn't explain why I have these. Eying the shape of her new items, she looked over to Makoto's tonfas and a thought crossed her mind. _Hey now that I've got these, then maybe I stand a chance against Makoto. I may have gotten used to moving in this weird body, but I was still losing._ She closed her palms and firmly gripped her weapons. "But now that I've got these things. Let see what I can do."

Makoto noticed the fire burning in Dash's eyes and readied herself. "So, you still wanna go?"

Rainbow wielded the twin rainbow daggers in her hands and took her stance. "Ah yeah, you know it. Let's go, round two."

They charged, Rainbow Dash leaping into the air as Makoto throw the first punch and let out a battle cry. "Spoon!" Missing her target, she was left wide upon for Rainbow's attack.

"Alright, let's see what these things can do!" Rainbow said to herself, flapping her wings to dive down and strike. She flew past, dealing a pair of swipes from her blades.

"Owowowowow!" Makoto cried out as electricity shot through her body, making her tail unfurl and dropping her to the ground. After a moment, she got back up. "Damn, that thing of yours sure has one hell of a kick. Alright, time for this squirrel to go all out."

Their fevered clash raged on. The clangs of their weapons smiting against each other rocked the pier they fought on, with waves of lighting reverberating from each collision. Both girls were occasionally sent flying by the others' attack. Each one recovering rapidly. Never giving the other room for a followup attack. Rainbow met Makoto's powerfully charged punches with her steadily increasing fast footwork and flying maneuvers. Efficient with her wings and limbs, Rainbow Dash was also getting used to wielding her blades, which made her more creative with her attacks, but Makoto was no slouch.

"Alright Dash, you remember this?" she asked, preparing to fire off another energy sphere.

Rainbow saw her prepare the attack and smiled. "Heh, let's see if this'll work." She put her fists together, connecting the cloud handles of her weapon together. The two merged and began to expand, covering over the blades they contained. After it stopped growing, around the same size as Makoto's orb, Dash grabbed hold of it.

Both girls, with their respective projectiles ready to fire, gave each other one last determined glance and let loose their attacks.

"Take this!"

The set of orbs went rushing forward and collided against each other. At first they started to merged together, growing in size and losing stability.

"Uh oh!" both Rainbow and Makoto said, quickly realizing how bad the situation was. They each ran for shelter, diving behind barrels and crates as their attacks went off in a catastrophic explosion.

* * *

After collecting themselves and avoiding the crowd that came to investigate, Rainbow and Makoto slipped away to a quiet part of the pier where they sat atop a risen flat overlooking the rest of the pier and take a break.

"Man that was some crazy fight," said Makoto staring up at the clouds as she lay on her back.

"Yeah," Rainbow replied, lying next to her. "Though I think we went a little overboard back there."

"No kidding. Oh well. One thing's for sure; you've really gotten use to moving around in your body. Seeing as that was the goal, I think a chunk of destroyed land was all worth it, right?"

Rainbow sat up, staring at her hand as she opened and closed it. "Yeah, it was."

Makoto sat up and pointed at one of the cloud tied onto Rainbow's belt. "Plus you got yourself some sweet gear."

"Yup." Rainbow pulled out both weapons and took pride as she admired them. "They're not too bad are they? Though I still wonder where they came from. Ah whatever. Now that I've gotten use to moving around I'll have an easier time finding my friends."

Makoto nodded. "Now all we gotta do is search. If they're anything like you were, we just need to find people who can't run."

"Hey I wasn't that bad was I?"

"No... You just looked like—"

A sudden explosion in the other side of the pier caught their eye. They, along with everyone else in the harbor, look over to the source of the blast.

"Wait a second." Rainbow looked closer at the blast zone and noticed something moving around the smoke. A bright flash of light pale orchid light suddenly shined from the area, one that Rainbow Dash had seen many times before back home. "That light, that look like something Twilight's magic would do!" She started to flap her wings and rise from the ground. Unfortunately she didn't get very far and landed a few feet from the platform Makoto was still sitting on. "Great, I can't fly very far in this body. Guess I'll just have to head over their using my hooves… I mean. Oh you know what I mean!"

"What light?" Makoto quickly hopped of the platform and chased after Rainbow headed for the source of the blast. "Hey, Rainbow Dash, wait up!"


	12. Twilight: Scene 2

In a not to different setting, in a secluded part of the Kagutsuchi pier surrounded by dozens of large wooden shipping crates, Twilight Sparkle was leaning over a weary Ragna the Bloodedge. Her horn glowing as she cast another healing spell.

"Ragna. Hey, Ragna, are you feeling better?"

Awakened by her gentle voice, Ragna's eyes flew opened to see a horn shining bright on the forehead of the girl seated next to him. "You know, we seriously got to stop winding up like this."

"Hmph, well if someone didn't have people who wanted to fight whenever they see you it wouldn't. Though at least with you unconscious, I had an easier time treating your wounds. Now could you please stay still a bit longer, I haven't finished yet. Healing magic takes time to complete and I don't need you to go off running off like you did the first time."

Ragna pushed with his elbow, lifting his upper body up slightly. "In my defense, you were buck naked at the time. So excuse me for being modest—Oow!" he yelped dropping to his back again.

"See what I mean." answered Twilight, resuming her treatment. You're still not patched up yet. So please, just lie still." Keeping up with her spell, her finger danced around the stone pavement while she focused, eventually meeting with the edge of her skirt that caught her eye. "Hey, Ragna. I wanted to say thank you, for the clothes you bought me earlier." Her eyes suddenly furrowed. "I wanted to say it, but then I remember that you made me steal it!" She sighed. "Unbelievable. Now nothing I'm a thief! A thief!"

While remaining motionless on his back, Ragna shrug at her. "Hey, what was I supposed to do? I'm sorta strapped for cash and clothing is expensive. I couldn't leave a girl walking around the city naked, especially after she just saved my ass. Counting that moment with Jin earlier, that makes two times."

"Don't you mean you've saved me? If you hadn't pulled me back before we teleported…" Twilight looked down and placed her palm against her chest. "If it was just an inch closer… Thank you, Ragna."

"Don't sweat it. In the end it was your magic that got us out of there." Ragna rolled his eyes up, focusing on the glowing horn sticking out from Twilight forehead. "You've got to be a pretty strong person to be able to handle magic like that."

Twilight stared back at him, puzzled by Ragna's comment. "What do you mean, Ragna? Weren't you and your brother shooting icicles and that dark stuff you made at each other just a moment ago?"

"That stuff's different. What Jin and I were doing wasn't magic, not exactly. He was using his ars armagus to make all those icicles. I used this." He lifted his right arm, letting Twilight observed the crystal-like red shell encrusted on the back of his black colored glove. "Not bad huh? Especially considering it's fake."

"Fake? You mean this hand is a fake?" Twilight began poking and prodding the artificial limb more vigorously.

"Hand? Pretty much my whole right arm is—" Ragna let out a chuckle as a set of fingers eagerly poked him more and more. "Hey cut it out will yah? That tickles."

Twilight placed his arm down and continued her healing. "Sorry. But when you said it was a fake, I had to see how it works. So is this that thing you called arms magus?

"You mean ars armagus. Wait, you don't know about ars armagus?" She nodded. "What about ars magus? How the hell don't you know ars magus when you use magic?" Twilight looked at him, at a loss for words. "Geez, you are one strange girl."

"What's so strange about me using magic?"

"Well for starters there's the fact you use magic, something humans can't handle. Second, you have no clue about ars magus or ars armagus for that matter."

"Well that makes sense then." Twilight sat back and touched the tip of her horn. "After all I'm not a human. I'm a pony."

A twitch suddenly overcame Ragna's right eye reflecting Twilight's image off its crimson lens. He sat up, his lingering pain overcome by disbelief. "Did you just say you're a pony?"

"Why yes," Twilight said with a nod. "A unicorn pony to be exact." She patted her horn again which shined in reaction. "That's why I can use magic. Since only unicorn ponies can use magic."

Ragna's mouth fell open, though a lack of words left him silently staring for a few seconds. "So what you're telling me is that you can use magic because you not human. You're a pony?"

"A unicorn pony," she corrected.

"But, but you look human! Hell aside from that horn on your head you look no different for any ordinary girl!"

"Well that's… because…" Twilight paused, looking down to observe her hands. Checking them front and back, she looked past her fingers, down towards her skirt and noticed her knees. She placed her hand against her thigh, dancing her fingers down, meeting the end of her sock and continued down to her ankle. "I don't know…" She sat down and clutched herself. "I don't know what happened to me." Her head slumped down, with her eyes focusing on the floor. "I was with my friends, having a picnic, when we were pulled into something. All I can remember before I met you was waking up on a strange table with all these eyes staring at me in this body. Ragna…" She turned her head back up. "What happened to me?"

Watching her staring up at him with tears in her eyes, a girl who earlier bravely leaped into certain death to save him, Ragna sighed. "I don't know…" He then stood up and reached out to her. "But I think I know someone who might."

Sniffling away the tears in her eyes she took his hand and pulled herself up. "You do? Who?"

Ragna's sighed, furrowing his brow. "A certain vampire who's a real pain in my ass. But I'm sure she might have a clue about what happened to you and your friends."

Twilight was practically skipping along the road; her spirit rejuvenated with the hope of finding her friends, she looked back at her begrudged guide. "Wait, Ragna…" She stopped, looking at some lingering bruises and cut on his arm. "You're still hurt. You need to let me finish healing you."

"Don't worry; you've already done a great job. I can handle small cuts like these," said Ragna, walking past her, failing to hide a limp.

"But Ragna—"

"I said don't worry about it. Once we get to the rabbit's place I'll take a break there, so relax. Besides, with Jin gone, it's not like we're gonna run into any troub—guuuwaaah!" Ragna's reassurance, along with his face, was deformed by a pair of white, golden trimmed shoes that sent him smashing into one of the crates.

Turning her head and watching in shock as the dust settled around Ragna, Twilight sprinted after him. "Ragna!"

"Stay back!" A girl's voice called out.

Twilight stopped and turned to see a girl -Platinum—with her arm stretched out towards her. "Don't worry, Luna's gonna save you from that slimy creeps."

Twilight was at a loss for words. "What?" Taking her eyes off Platinum, she looked back to Ragna, getting hit by dropping pieces of the destroyed crate that loomed overhead. "Hold on, Ragna."

"Oh no," Platinum gasped, seeing Twilight running after Ragna despite her warning. "That pervert must have hypnotized her into his clutches. It's up to me to save her before she loses her innocence to that perv."

Platinum spoke out again, but this time in a young boy's voice. "Uh, Luna, don't you think you might be jumping to conclusions again? It could be that this girl isn't hypnotized and is just worried for him. After all, you did just drop kicked him in the face."

"No way, Sena, it's obvious that dumbass over did something. There's no way any girl would worry about a perv like him. Luna gonna break his hold by breaking his ugly face!"

"Oh boy…"

Crouched beside Ragna, Twilight brushed away the debris covering him. "Are you alright?"

He groaned. "Yeah… though I feel like I've been hit by a truck." With Twilight bracing him, Ragna began to stand. "Geez, just what the hell—uhwaaa!" Striking down upon his head like a bolt of lightning, a hammer nailed back onto the pavement.

"Stay away from her you slimy creep!" said Platinum, gripping the other end of cherry colored mallet. With the sexual deviant passed out between them, she grabbed Twilight by the wrist and pulled her away. "Come with Luna. You ain't safe hanging around this dumbass."

Startled by sudden events Twilight got yanked a few feet before she pulled her arm from and faced the mysterious new girl. "Not safe? You're the one who just hurt my friend. If there's anyone who isn't safe, it's you!"

Platinum stared back at her, darting her eyes between her and Ragan until she took a step back in realization. "Oh no…" Her look of shock instant switched to rage as she looked to the pancake lying behind Twilight. "That pedo must have completely brainwashed her!"

Despite his mug being ingrained into the pavement, Ragna mustered the strength to mutter something. "I ain't… a god damn pedo… you little…" His strength left him.

"Alright!" Platinum raised her hammer above her head which began emanating a radiant light that covered it. Under its blinding silhouette, the weapon in her hand changed in shape and converted into a large staff with a spear shaped bottom and a large gold hollowed out heart, complete with a red crystal orb in the center, at the top. She then twirled it in around skillfully and held it at her side as she faced Ragna. "Time for Luna to kick some ass and teach that idiotic creep not to lust after innocent little girls."

"Little?" Twilight replied, looking down at the young girl across from her. "I have about seven and a quarter inch on you to be exact."

"Pipe down girly. Luna's trying to save you. Geez, you could least show a little gratitude ya know."

Platinum turned away suddenly and spoke in Sena's voice. "Hey Luna, maybe we shouldn't do this. After all we still have find out where that light from earlier came from."

"Zip it Sena," Luna retorted. "That alien stuff can wait. Right now Luna feels like kicking some ass."

Seeing Platinum was speaking about Ragna, Twilight moved into her line of sight stood to block her. "I won't let you do that."

"Step aside girl. Can't you see you've been brainwashed into protecting that creep."

"What are you talking about? I'm not brainwashed. I'm protecting him because he's a friend of mine."

"Oh man…" Platinum sighed. "That perv's hold on you sure is strong. All the more reason why I've got to beat that crap outta him. Now for the last time girly, get out of Luna's way!"

"No."

Platinum sighed at the girl standing against her. The determined look in Twilight's gaze told her all she needed to know. "Luna didn't want to do this." Platinum grabbed her staff, poised ready to fight. "But if you're going to stand in my way, then Luna's gonna have to kick your ass too." She darted forward, swinging her staff in a sweeping arc.

"Aaaaah!" Twilight raised her arms to protect herself but the hit knocked her back, knocking her on her back.

Platinum held her staff back at her side, staring down at the fallen Twilight with a look of disbelief. "That's it? Huh, guess you don't put up much of a fight. So that means Luna can take care of that spiky haired idiot sooner then she thought."

Racked with pain, Twilight lurched herself up, watching Platinum approach Ragna and begin to repeatedly stomp the heel of her foot his head. "Stop!" His guttural yelp with each stomp, further embedding him, into the floor, motivated her through the pain. "I said stop!"

"Whoa!" A surprise tackled knocked Platinum off her feet. "So, you still want to fight huh?" she said, looking at Twilight who also was getting back on her feet. "Don't blame Luna when your ass gets handed to you again." She closed the distance and raised her staff above her head. "Let's see you come back after this."

Sweat ran down Twilight's chin, watching Platinum's weapon take the form of a giant mace that possessed the color essences of a blueberry. The word dodge hollered again and again in her head, desperately trying to get her legs to hear it. Unfortunately they only answered back with a quiver as the mace came down upon her.

"Take that!" Platinum defiantly shouted, rising her mace off the ground where Twilight now lay. "Sorry bout that, but it's for your own good."

Her body ached but Twilight endured, lifting her head to see Platinum headed for Ragna again. "No…" She reached out. Ragna, still out of it, was on the verge of another beating. "You can't…" Light now permeated through her hair as Twilight's horn began to glow. "I won't let you."

Standing before Ragna again, Platinum raised her staff over her head as it transformed into a hammer once more. "Just go away you—what!?"

A flash of light emerged in between the two. At first a flicker but then followed by what seemed like a ball of lightning. Her mallet hit against it, clashing into something hard. Platinum hopped back, watching the sphere diminishing to reveal Twilight standing poised and ready in front of Ragna.

Luna eyes instantly lit up as brightly as the light surrounding Twilight. "Wait a sec—how did—was that?"

"Hey Luna," Sena spoke out. "Isn't that the light we were—"

"It was! That was teleportation magic! So that means…" Platinum lowered her hammer, grinning from ear to ear, and pointed at Twilight. "You're a magical girl just like me!"

Twilight, still breathing heavy, stared blankly at her. "I'm… I'm a what now?"

"A magical girl," Platinum repeated. "This all makes sense now. Your weird colored hair, that cute outfit, although that red jacket doesn't work with it. And that short skirt. Not to mention you just used magic. So, yup, you're definitely a magical girl."

Down near the back of Twilight's feet, Ragna started to come to. "Shit… The hell's with all the beatings I'm getting today."

Platinum gasped at the sight of the awakening ruffian. "That's right, I almost forgot. Luna's still got to kick that idiot's ass and break his control."

"You'll have to get through me to do that!" Twilight shouted.

"What?!" Ragna stared up at the determined looking girl in front of him. "Just get out of here Twilight. I can handle this."

Twilight looked back at him. "Handle this, Ragna, you can't even get up."

"Just watch me." Ragna grunted over and over, struggling to move just a little. He let out one last yell as the only limb he barely managed to move fell limp. "Damn…"

"See, you barely moved you arm. Now just leave her to me." Twilight then turned back towards Platinum. "Okay you, if—" Twilight fell silent. For standing before her was no longer the girl from before but rather a demon in a cute skirt.

In place of Platinum's once green heart shaped pupils, were now two searing red flames staring death at Ragna with the intensity of the sun. "You up skit peeping pervert!"

Lying down, not at all by choice, Ragna looked up at Twilight again, this time becoming aware of something he hadn't before. "Whoa!" The hue of his face now matched Platinum's to a tee, though not for the same reason of course. "No, no, no, no, no! It's not what you think. I wasn't looking there." He started flopping like a fish, desperately trying to get away, or at the very least change is angle of view. "I didn't do it on purpose. You gotta believe me!"

Despite his pleas, Platinum was already on the warpath. "Take this!"

Standing in her way, Twilight's palms emanated a light as she put her hand up in defense and felt something against her palms.

Platinum's staff struck against something, but it was softer as she anticipated. Pulling her staff back, she looked at Twilight's hands. "Hey. Where did those come from?"

Arms cross, Twilight looked up to see a thick tome emblazoned with her cutie mark in one hand and a simple black wand in the other. Releasing them in shock the two mysterious objects floated around her hands as they basked in a light purple light. "Huh?" She moved her hands back and the two items followed. "Well, this is interesting."

"So, you finally ready to go all out!"

Twilight levitated the book and wand and held them tightly. "Ready to stop you." Twilight looked back to Ragna. "Just stay still and rest. I'll handle her. Trust me."

Incapacitated, Ragna could only watch as the battle between magical girls unfolded.

* * *

Platinum charged in, throwing the first string of blows but Twilight held up her book like a shield and took each of Platinum's punches and staff swings. She then shoved her back and lunged after her. Holding her wand like a sword, she infused her magic into it to create a raspberry tinted aura around it that stretched out and extended the swings and thrust of her wand as it clashed against Platinum and knocked her to the ground.

"Oww… That's going to far." Platinum sprang back to her feat, raising her staff up where the sphere on her staff's top turned light blue. She then brought the hollowed heart shaped to her lips and blew, creating a large bubble that slowly bounced towards Twilight.

Peering past the transparent orb, Twilight watched a blurry vision of Platinum aiming the front of her staff at her. Bubble bounced off the ground and rose up and Platinum fired a white bullet adorned with a smiley face and a cute blue bow. Twilight jumped, dodging it but, another came at her. The happy missile hit, knocking her into the bubble which absorbed her and trapped her inside.

While Twilight tried fighting free, Platinum struck with the pointed edge at the bottom of her staff, popping Twilight's prison as well as knocking her into the air and leaped after her. Platinum spun in mid air, landing two consecutive strikes of her staff before changing its form into a pogo stick. With Twilight still caught in a string of midair blows, Platinum pogo bounced against her, planting three sturdy blows that sent her slamming down to the ground.

Bouncing hard against the pavement Twilight got onto her feet and jumped to the side, dodging before Platinum's mace hit. While she pulled her mace back, Twilight moved in, wielding her weapons like a sword and shield, striking Platinum again and again. She then stretched out her wands aura like a vine that wrapped itself around Platinum and lobbed her against the wall behind Twilight.

"Alight, let's see how this spell works." As Platinum bounced off the wall, Twilight quickly skimmed the pages of her book and turned it forward, shooting a beam of light that plastered Platinum back against the wall. "Whoa."

Finally dropping to the ground after the onslaught of beam fire, Platinum pushed herself up with her staff. "Okay, that's it!" Platinum rushed in swinging, her wand meeting against Twilight's wand. The two exchanging clashes one after another. Sparks of light flew between the two as magic shot between the two of them. Twilight used both tome and wand, blocking and parrying Platinum's staff.

Meanwhile Platinum was bobbing and weaving around Twilight's strikes. Avoiding hers blade and its absurd flexibility, to getting around that shield, she was also having a rough time with the fight.

Twilight raised her book, readying herself to block either hammer or frying pan, but instead Platinum rushed in and grabbed a hold of Twilight and pulled her in. She then lifted her staff, using of her magic to hold Twilight in place and summoned a giant bell at her back that pendulum swung forward and slammed Twilight away before it vanished in a plume of smoke.

Tumbling back and getting back to her feet, Twilight gnashed her teeth, eyes shining as she built up her magic. With eyes fuming with equal vigor, Platinum ran in with her now baseball bat shaped staff. Just as she was about to clock her, Twilight vanished in a flash of light.

"Where'd she—oof!" Striking from behind, Twilight unleashed a flurry of wand thrust and shield slams.

Twilight's book and wand hovered around her like a pair of hornets, battering Platinum repeatedly until Twilight grabbed both and started channeling her power, building the aura around her wand to expand.

"Uh Luna, this looks bad," Sena spoke out as Platinum backed away.

"Shut it Sena," Luna barked, spitting at the ground. She then raised her staff. "Okay, this one will definitely blow her away." Her staff shined, turning the sphere on top yellow.

Unsure what that trouble that new color would mean, Twilight tossed caution to the salty sea winds and ran in. Keeping her eye on the little magical girl, she watched as Platinum conjured a group of yellow bombs, each with cat faces complete with whiskers and ears from her staff.

Twilight kept on charging, weaving around the bombardment that rocked the pier as clouds surrounded the area. She leaped through the fog of smoke, tackling Platinum and swatting her with her book before laying a brutal strike with her wand that smacked Platinum clear across the other side of the landing.

"Luna, we should run," Sena muttered. Platinum lifted herself off the ground, looking up to see Twilight standing across from her.

"No! We still have to free her from the perv's control!" She looked towards Ragna, still lying face down on the ground. "I may have lost in a battle of magic against her, but I'll still liberate my fellow magical girl."

Ready to take whatever Platinum would dish out, Twilight hadn't anticipated the little mage's next attack wouldn't be targeting her.

"The strength that lies dormant inside me…" Platinum's outfit changed, gaining golden trims around her shirt and dress, and angelic styled bows replacing the ones on her pigtails. Her staff had also improved, becoming more eccentric with a halo now hovering over top of the heart. A halo that was now pointed towards Ragna.

"No!" shouted Twilight, sprinting to her unconscious friend "Hang on Ragna, I've got you." Sensing a huge amount of magic building up around Platinum, Twilight reached Ragna, lifting him up as she prepared a spell of her own. Basking both of them in brilliant light, Twilight and Ragna vanished, leaving Platinum standing alone in the smoke shrouded docks.

"What the hell?" Putting her staff down, with her clothes returning to normal, Platinum approached the charred pavement where Ragna and Twilight were once standing. "Oh man! They ran away! How's Luna supposed to free her fellow magical girl from that pedophilic creep's clutches when they run away like that?"

"None of this would have happened if you didn't jump to—"

"Damn it! Who know what kind of bad touch things he's going to do to her," Luna cut in.

Sena sighed. "Why do I even bother?"

Although troubled with her failure, she shrugged and looked out to the rest of the docks as the smoke began to clear. "Anyways, Sena, let's back to finding those aliens. If we keep walking around like this, I'm sure we'll meet up with one of em."

"You mean like the one we just fought? The one who's magic made that bright light we were looking for? The one we should have just spoken with in the first place?"

"What you mean her? Brainwashed girl? She didn't look like an alien to me?"

"She had a horn on her head!"

"She did?"

"Yes!"

"Well shit… Guess I didn't see that. On account of I was too busy being a badass. Next time I see her, I'll be sure to beat that Ragna the suckedge and set her free. At least now we know what to look for right, Sena.

Sena let out a very minute yet exhausted sigh. "Someone… please help me."


End file.
